Stellar Capital Services Ltd Directors Report

Highlights of Performance

The financial performance of the company for the year ending March 31, 2025, reflects an increase in income and marginally improved profit before tax compared to the previous year:

Operations

The total revenue for the year was 23,448.90 lacs, down from 31,411.19 laces in the previous year.

Cash Flow Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

Dividend

To maintain liquidity, no dividend has been declared for the financial year 2024-25. The Board aims to present stronger financial statements in the future.

Dividend Distribution Policy

The Dividend Distribution Policy is not applicable to the company as per Regulation 43A of SEBI Listing Regulations.

Share Capital

The paid-up share capital as of March 31, 2025, stands at 249,615,000. There were no new issues of shares, debentures, or other convertible instruments during the year.

Buy Back of Securities

No securities were bought back during the year.

Sweat Equity

No Sweat Equity Shares were issued during the year.

Bonus Shares

No Bonus Shares were issued during the year.

Employees Stock Option Plan

The company did not provide any Stock Option Scheme to its employees.

Issue of Shares through Preferential Allotment

No equity shares were issued through preferential allotment during the year.

Deposits from Public

The company did not accept any public deposits during the year.

Repayment of Deposit/ Payment of Interest

There were no defaults in the repayment of deposits or payment of interest.

Transfer to General Reserves

Your Company does not propose to transfer any amount to the general reserves of the Company.

Change in the Nature of Business

There were no changes in the nature of the business during the financial year.

Material Changes and Commitments

The COVID-19 pandemic has increased estimation uncertainties in financial statements. The actual economic conditions may differ from forecasts, potentially impacting accounting estimates.

Material changes and commitments affecting the financial position of the company:

Save as otherwise disclosed in this Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report,

Extract of Annual Return

The Annual Return as of March 31, 2025, is available on the companys website: Annual Return - Form MGT-7.

Details of Subsidiary, Joint Venture, and Associate Company The company has no subsidiaries, joint ventures, or associates.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the Financial Year ended March 31, 2025, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company: 1. Appointment of Independent Directors Mr. Rohit Kumar inducted as Independent Director w.e.f. December 25, 2024 Mr. Kalpnath Patel inducted as Independent Director w.e.f. December 25, 2024 2. Resignation of Independent Director Ms. Neha Gupta resigned from the position of Independent Director. The Board places on record its sincere appreciation for her valuable guidance and contribution during her tenure with the Company. 3. Board Composition The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013, with an optimum combination of Executive and Non-Executive Directors. 4. Changes in Company Secretary Mr. Rajan Singh resigned from the position of Company Secretary. Mr. Ravi Bhushan Prashad appointed as Company Secretary w.e.f. December 18, 2024.

Fraud Reporting

No frauds were reported by the Statutory or Secretarial Auditors.

Statutory Auditors

During the year under Review, M/s Hemant Arora & Co, LLP., Chartered Accountants, are appointed as Statutory Auditors to hold to fill casual vacancy caused by resignation of Auditor Goyal Nagpal & Co., Chartered Accountants. And later approved by shareholders in Extra-ordinary general meeting held on 25^th March 2025.

M/s Hemant Arora & Co, LLP., Chartered Accountants shall office until the conclusion of the 31^st Annual General Meeting. Further Audit Committee and the board recommends re-appointment of M/s HEMANT ARORA & Co, LLP., Chartered Accountants to hold office for the First term of five consecutive years from the conclusion of the 31ST AGM of the Company held in 2025 till l the conclusion of the 36th AGM to be held in 2030, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The reports given by M/s HEMANT ARORA & Co, LLP., Chartered Accountants, Statutory Auditors on Standalone Financial Statements of the Company for F.Y. 2024-25form part of the Annual Report, which are self- explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer given by the Statutory Auditors in their report.

Secretarial Auditor

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 are not applicable on the Company for the FY 2024-25..

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed M/s Kundan Kumar Mishra & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2024-25 to conduct the Secretarial Audit. The Secretarial Audit Report, in Form MR-3, as submitted by the Secretarial Auditor, is attached as Annexure-2 and forms an integral part of this Report. The Report is self-explanatory and does not contain any qualifications, observations, or adverse remarks.

In compliance with the recent amendment to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular dated January 19, 2024, it has been mandated that all listed entities shall appoint a Secretarial Auditor for a continuous term of five years. Although the said provision is currently not applicable to the Company due to its paid-up capital and net worth falling below the prescribed thresholds, the Company has voluntarily chosen to comply with the regulatory intent in the interest of sound corporate governance.

Accordingly, the Board of Directors, at its meeting held on 05^th September, 2025, approved the appointment of M/s Kundan Kumar Mishra & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for a fixed term of five consecutive financial years, commencing from FY 2025 26 to FY 2029 30. This proactive initiative underscores the Companys commitment to strengthening its compliance structure and enhancing its corporate governance framework, while ensuring long-term consistency in secretarial and regulatory oversight.

Reporting of Fraud

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

Annual Secretarial Compliance Report

Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net worth of the Company are below the threshold limits hence, the provisions of Regulations 17-27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not applicable on the Company for the FY 2024-25.

Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, was not required to be obtained.

Cost Audit

The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1) of the Companies Act 2013 are not applicable. Hence, the Company is not required to maintain cost records and to undertake cost audit in accordance with the provisions of the Companies Act, 2013. ?

Internal Auditor & Report

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct internal audit functions and activities. The Internal Auditor carries out periodic audits to evaluate the adequacy, effectiveness, and compliance of internal control systems and procedures, covering all critical areas of the Companys operations. The reports of the Internal Auditor are presented to the Audit Committee and the Board of Directors for their review, along with necessary recommendations for strengthening the internal control framework wherever required.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances of fraud reported by Auditors under Section 143(12) of the Companies Act 2013.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Sec on 134(3)(e) and Sec on 178(3) of the Companies Act, 2013 (Act), the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of Directors, KMP and other employees can be accessed at the website of the Company at www.jhsretail.com. Court/Tribunal Orders No significant orders were passed by regulators or courts affecting the companys going concern status.

Disclosure of Application under Insolvency and Bankruptcy Code, 2016

The company has not filed any petition under the Insolvency and Bankruptcy Code, 2016.

Unpaid/Unclaimed Dividend & Investor Education and Protection Fund (IEPF)

During the financial year under review, the Company did not transfer any amount to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013. This was because no dividends had remained unpaid or unclaimed for a period of seven years or more from the date, they became due for payment.

Demat Suspense Account/ Unclaimed Suspense Account

In terms of SEBI Circulars, no shares are lying in the Companys Unclaimed Securities Suspense Demat Account and Unclaimed Securities Suspense Escrow Demat Account:

Development and Implementation of Risk management

Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company. Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal

Auditor who reports directly to the Board. In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

Change in Nature of Business

During the review under a year, there have been no material changes in the nature of business of the Company.

Details of Internal Financial Controls

The company has adequate internal financial controls to safeguard assets and ensure accurate reporting.

Human Resources Management

Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industrys leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

Corporate Governance

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Companys Paid-up Share Capital and Net Worth are below the prescribed threshold limits. Consequently, the provisions of Regulations 17 to 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2024-25. In view of the above, the requirement to furnish the Corporate Governance Report does not apply to the Company during the financial year 2024-25.

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo Conservation of Energy: Not applicable as the company does not engage in manufacturing. Technology Absorption: Not applicable. Foreign Exchange Earnings and Outgo: Nil for both earnings and outgo.

RBI Guidelines

The company complies with RBI norms and has applied for voluntary surrender of its NBFC registration.

Corporate Social Responsibility (CSR)

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companys business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of businesses. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in society through its services, conduct and initiatives, so as to promote sustained growth for the society. During the financial year under review, the Company was not covered under provisions of Section 135 of the Companies Act, 2013 and relevant rules related to Corporate Social Responsibility.

Operations And Business Performance

Kindly refer to the Management Discussion & Analysis Report which forms part of this report. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Companys Paid-up Share Capital and Net Worth are below the prescribed threshold limits. Consequently, the provisions of Regulations 17 to 27, and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2024-25. In view of the above, the requirement to furnish the Corporate Governance Report does not apply to the Company during the financial year 2024-25.

Board Meetings & Annual General Meeting

Seven Board Meetings were held during the year. The 30th AGM was held on September 30, 2043, via video conferencing.

Meetings of Independent Directors

The Independent Directors met once during the year, on March 31, 2025.

Policy on Directors Appointment and Remuneration

A policy for selection, appointment, and remuneration of Directors, Senior Management, and KMPs is available on the companys website: .

Declaration by Directors

All Directors confirm they meet the “fit and proper” criteria and are not disqualified under Section 164(2) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declaration for each Independent Directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing and Other Disclosure Requirements) Regulations, 2015 (“SEBI LODR”). The Independent Directors have also confirmed that they have complied with the Companys code of conduct for Directors and Senior Management Personnel. All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA).

Performance Evaluation of the Board, Its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) (“Listing Regulations”), the Board, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual Directors, including Independent Directors. A structured questionnaire, covering various aspects of the functioning of the board and its committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual Directors performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place. The Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had a separate meeting held on 01.03.2025. No Directors other than Independent Directors had attended this meeting. Independent Directors discussed inter- alia the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme for Independent Directors

The Company has formulated a structured Familiarization Programme for its Independent Directors with the objective of providing insights into their roles, rights, responsibilities, and the working of the Company, including updates on industry developments and regulatory changes. This programme also includes interactions with senior management on matters related to the Companys strategy, operations, financial performance, and risk management

Internal Complaints Committee for Prevention of Sexual Harassment No complaints were received or disposed of during the year.

Committees of the Board

Audit Committee: Comprising Mr. Sumit Karmakar, Mr. Kalpnath Patel, Mr. Rohit Sharma, and Mr. Pranay Aneja. Nomination and Remuneration Committee: Comprising Mr. Kalpnath Patel, Mr. Rohit Sharma, Mr. Sumit Karmakar, Stakeholders Relationship Committee: Comprising Mr. Kalpnath Patel, Mr. Rohit Sharma, and Mr. Pranay Aneja.

Vigil Mechanism/ Whistle Blower Policy

As per Listing Regulation and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of companys code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded and available on the companys website: .

Particulars of Employees

The Company had 26 employees on a standalone basis as of March 31, 2025. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Boards report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, as on the 31 March, 2025, form part of the Notes to the financial statements provided in this Integrated Annual Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Audit Committee approved the related party transactions and wherever it is not possible to estimate the value, the audit committee accordingly approved the limit for the financial year, based on best estimates. The particulars of transactions entered with the Related Party refer to section 188(1) and applicable rules of the Act have been given in the Annexure 3 to their report in Form AOC-2. All contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arms length basis. Also, the Company has disclosed all related party transactions in relevant Note 34 to the Financial Statements for the financial year 2024- 25. There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during F.Y. 2024-25

Related Party Transactions

All related party transactions were at arms length and in the ordinary course of business.

Compliance with Secretarial Standards

The company has complied with Secretarial Standards -1 & 2.

Risk Management Policy

A Risk Management Policy is implemented and available on the companys website: .

Development And Implementation of Risk Management

Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically. The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing basis. The Company has identified various risks like quality risk, industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company. Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board. In the opinion of the Board there have been no identification of elements of risk that may threaten the existence of the Company.

Management Discussion and Analysis Report (MDAR) The MDAR is presented separately in the Annual Report.

Prudential Norms and Directions of RBI for NBFCs

The company complies with all RBI norms and has filed the required returns.

Particulars of Employees

Ratio of Remuneration: Pranay Aneja and Rajni Aneja both have a ratio of 6:5. Remuneration: No change for Directors; Company Secretary resigned. Permanent Employees: 26 as of March 31, 2025.

Directors Responsibility Statement

Pursuant to the provision under Section 134(3)(C) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm that:

In the preparation of the annual accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures; 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 a airs of the Company at the end of the financial year and of the profit of the Company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; The Directors had prepared the annual accounts on a going concern basis; and The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating e ectively.; The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e ectively.; Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and e ective during FY 2024-25.

Stock Exchange Listing

The companys equity shares are listed on BSE Limiteds SME Platform. Listing fees for 2024-25 have been paid.

Acknowledgement

The Board expresses gratitude to shareholders, employees, bankers, customers, and other associates for their support and cooperation.