STL Global Ltd Directors Report

Performance of your Company

The Indian textile and apparel industry experienced a mixed performance in FY 2023-24. While the domestic market showed robust growth due to increasing urbanization and rising disposable incomes, the export segment faced challenges. Textile and apparel exports for FY 2023-24 are projected to reach approximately $46.0 billion, up from $44.4 billion in FY 2022-23, marking a moderate growth of 3.6%. This contrasts with the strong 41% YoY growth seen in FY 2022-23, reflecting the impact of subdued global demand and increased competition from countries like Vietnam and Bangladesh.

Despite these challenges, the Indian textile industry continues to be a significant contributor to the economy, employing over 45 million people. The governments initiatives, such as the Production-Linked Incentive (PLI) scheme and the National Technical Textiles Mission, have provided a much-needed boost to the sector. On the other hand, continuous Efforts of the Management of your company resulted to increase to some extent the textile segment of the company. Further company has settled or in process of settlement of secured/unsecured Loans of Banks. The Management of your company also committed to face all the challenges and exploit the available opportunities and take your company to new heights.

Operations

Results of the Company for the last financial year are as follows; Total revenue for the year ended 31^st March, 2024 has been decreased to Rs. 8,678.61 lakhs as compared to previous year’s Rs. 10,085.36 lakhs. Hence there was a decrease of 14% to 15%. The operating profit/(loss) before tax and exceptional items is Rs. (262.95) lakhs. The net profit/(loss) for the year after current year tax and deffered tax is Rs. (258.39) lakhs as compare to net profit of Rs. 21.91 lakhs in the previous financial year before exceptional items which is mainly due to slowdown and competitive market condition.

Dividend

The Board of Directors of the Company does not recommend any dividend for the financial year ended 31^st March, 2024.

Unclaimed Dividends:

Company has not paid any dividend in last considerable years so the applicability of different rules, act and regulation is not applicable.

Reserves

Disclosure on particulars relating to Reserves, if any, is provided in the financial statements annexed herewith.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015 as amended from time to time is presented in a separate section forming part of the Annual Report. (Annexure-I)

Indian Accounting Standard (Ind AS)

Company has adopted Indian Accounting Standards (IND AS) prescribed under section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder as amended from time to time and accordingly, Financial Results of 2023-24 have been prepared in accordance with the recognition and measurement principals laid down in Ind AS 34 "Interim Financial Reporting" and the other accounting principles generally accepted in India. The Impact of transition has been accounted for in the opening reserves and the comparative figures have been reinstated accordingly.

Segment Reporting

Company has income from single segments i.e.; Textile segment during the year and the Financial Statements has been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 “Interim Financial Reporting” and other accounting principles generally accepted in India.

Fixed Deposit

No Fixed Deposits was held by the company as on 31^st March 2024.

Listing and ISIN

Equity Shares of the Company are listed at BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE), Mumbai. The Annual Listing Fees for the Financial Year 2024-25 has already been paid by the Company to both the stock exchanges.

The Company’s shares are compulsorily traded in De-Materialized form.

The ISIN for fully paid-up equity shares is INE353H01010.

Share Capital

There was no change in the Authorized Share Capital of the Company during last financial year and it remains unchanged at Rs.42,00,00,000/- (Forty-Two Crores only) divided into 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each. The paid-up share capital of the Company as on 31^st March 2024 was showing at Rs. 27,22,17,975/- consisting of 26990915 fully paid-up Equity shares of Rs.10/- each and 461765 partly paid up Equity Shares of Rs. 5/- each as it is shown on MCA, BSE, NSE, NSDL & CDSL. [Note: The paid-up share capital of the Company as on 31^st March 2024 was changed to Rs. 27,22,42,585/- consisting of 26995837 fully paid-up Equity shares of Rs.10/- each and 456843 partly paid up Equity Shares of Rs. 5/- each because during the year Company has received some balance call money from some partly paid shareholders (18 partly paid shareholders holding 4922 equity shares). Further company is in the process of conversion these partly paid shares to fully paid shares and submitted conversion related documents to the respective Depositories i.e. NSDL & CDLS and recognised Stock Exchanges i.e. NSE & BSE and the process is pending at their end as it is the matter of around 18 years ago at the time of IPO and it is cumbersome and lengthy process.]

Address of Corporate Office

At present the Corporate Office of the company is situated at Plot No.207-208, Sector-58, Faridabad-121004, HR (India). All the Shareholders of the Company are requested to please take a note of the same.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31st March, 2024 to which this financial statement relates on the date of this report.

Directors & Key Managerial Personnel

Further there was some changes in Composition of Board of Directors during the last financial year. Mr. Sanjay Aggarwal resigned from the board w.e.f. 09^th May, 2023 and Mr. Satya Narain Aggarwal resigned w.e.f. 12^th September, 2023. In order to comply with Regulation 17 and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time the Board of director has appointed Mr. Mukesh (DIN: 10260383) as an Additional Non-Executive Independent Director on the board with effect from 08^th August, 2023 and Mr. Sanjiv Kumar (DIN: 10296771) as an Additional Non-Executive Independent Director on the board with effect from 12^th September, 2023.

At present the total strength of the Board of directors is six directors. Out of which two are Executive Directors, one is Non-Executive Non-Independent Director and three are Non-Executive Independent Directors.

Retirement by Rotation

In the company there are three rotational directors at present. In accordance with the provisions of Section 149(13) of the Companies Act, 2013, which states that the provision of sub-sections (6) and (7) of section 152 in respect of retirement of Directors by rotation shall not apply to the appointment of Independent Directors. Hence two directors shall be liable to retire by rotation in the forthcoming 27^th AGM out of which one director shall be retire in the ensuing 27^th AGM. So, Mr. Sanjiv Kumar Agarwal (DIN: 00227251), Whole Time Director of the Company shall retire by rotation at the forthcoming 27^th Annual General Meeting (AGM) and being eligible, he has offered himself for re-appointment. A brief resume of director, containing their age, qualifications and experience is already given in the annexure to the notice convening ensuing 27^th Annual General Meeting.

The resolution contained at Item No. 2 of the notice is being proposed for his re-appointment as director at the ensuing Annual General Meeting of the Company. The board recommends his reappointment.

Declaration by Independent Directors

Your Company abided by definition of Independence as per Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and according to the Provision of Section 149 (6) of the Companies Act, 2013 as amended from time to time. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.

Company’s Policy relating to Director’s appointment, payment of remuneration and discharge of their duties

Your Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as amended from time to time. The Nomination and Remuneration Policy is available on the website of the company at www.stl-global.com.

Loans, Investment and Guarantees by the Company

Disclosures on particulars relating to Loans, guarantees or investments under Section 186 of the Companies Act 2013, if any, is provided as annexures of financial statements.

Secretarial Audit

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time, the Company has appointed M/s Vijay Mourya & Associates, a Company Secretary Firm to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report (Form MR-3) for the Financial Year 2023-24 is annexed herewith as part of Director’s Report as (Annexure-II).

Director’s Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013 as amended from time to time:

Internal Control Systems and their Adequacy

Your Company has adequate systems of internal control covering all financial and operational activities. The internal control is designed to provide reasonable assurance with regard to maintaining proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of financial and operational information and proper compliance with regulations. The internal control system of the c ompany is monitored and evaluated by the internal auditor and the senior management of the company. In the opinion of the Board, an internal control system adequate to the size of the Company is in place.

Subsidiary Companies

The Company does not have any subsidiary company at present.

Auditors and Auditor’s Report

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee has appointed M/s M. M. Goyal & Co., Chartered Accountants (FRN: 007198N) as Statutory Auditor of the Company in the 25^th Annual General Meeting (AGM) of the Company held on September 30, 2022 to hold office for a period of five years till the conclusion of 30^th Annual General Meeting (AGM).

Notes to the accounts referred to in the auditor’s report are self-explanatory and therefore do not call for any further comments.

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, company is not required to carry out audit of cost records.

Internal Audit:

The Board of Directors of the Company has appointed Mr. Naveen Kumar, Chartered Accountant (Membership No. 505899) proprietor of M/s Naveen Brahmanand & Co., Chartered Accountants (FRN: 023923N) as an Internal Auditor of the Company for the F.Y. 2023-24, who has conducted the audit and submits their report on time to time before the Audit Committee and Board including action taken reports on the findings and discrepancies, if any.

Board Evaluation:

During the year, Board of the Directors of the Company has made performance evaluation of the Promoter Directors and Independent Directors of the Company. Evaluation was made on the basis of following assessment criteria:

i) Attendance in Board meeting, active participation in the meeting and giving inputs on time in the minutes. ii) Stick to ethical standards and code of conduct of the Company and timely submission of disclosure of interest. iii) Interpersonal relationship with other directors and management. iv) Active contribution for the benefit of the Company v) Compliances with policies. Immediately reporting fraud, violation, statutory matters etc.

The overall performance of the Board and Committees of the Board was found satisfactory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner. Today’s business environment especially in India demands that Corporates play a pivotal role in shouldering social responsibility. Companies Act, 2013 has introduced Corporate Social Responsibility (CSR) provisions.

As per Section 135(1) of the Companies Act, 2013 and other applicable provision, rules and schedules of Companies Act, 2013 as amended from time to time provides that every company having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of

Rs. 5 Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility (“CSR”) Committee.

The net profit/loss of the Company computed as per Section 198 of the Companies Act, 2013 for the applicability of CSR, during the immediately preceding financial year i.e., F.Y. 2023-24 was below the threshold limit which is applicable for CSR i.e., Rs. 5 crores. Hence provision of CSR as per section 135(1) of the Companies Act, 2013 and rules provided thereunder as amended from time to time is not applicable to the company.

Further company also had Bank’s restructured liability. Company will do the CSR activities once it falls under the purview of CSR.

Although Company has continued Corporate Social Responsibility (CSR) Committee which comprises Mr. Vinod Kumar Aggarwal, Mr. Sanjiv Kumar Agarwal and Ms. Anjana Mehra, Directors of the Company during the financial year 2023-24

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

Information on Conservation of energy as required to be disclosed under section 134 (3)(m) of the Companies Act 2013, read with Rules 8 of Company (Accounts) Rules, 2014 is provided as under:

A. Conservation of Energy

During last financial year also, the Company has made continuous efforts in order to ensure optimum utilization of fuel and electricity. a. Energy conservation measures taken: Your Company has been continuously making its best efforts for energy conservation like Energy saving tubes and other ‘less electricity consuming’ electronic devices are installed in the Plant in a phased manner for this purpose. The Department wise monitoring of energy consumption is regularly conducted in order to save power cost and for optimum utilization of available resources.

b. The relevant data in respect of energy consumption is given below:

FORM A

B. Technology Absorption, Research & Development

Stl Global Limited is working with best available technology in all of its production activities viz. knitting, dyeing etc. The Company has a full time specialized and dedicated, independent Research & Development department for its production divisions, which regularly provide suggestions for reducing the cost of production and improving quality of products. The present technology is also being updated from time to time as and when required and the company is also taking full advantage of implementation of information technology through the plant-wide network for quicker decision making and faster preventive actions.

C. Foreign Exchange Earnings and Outgo

Particulars regarding foreign exchange earnings and expenditure, if any are annexed hereto as (Annexure III) and forms part of this Director’s Report.

Cautionary Statement

Your Company’s Director’s Report contains some forward-looking statements which may be identified by use of words like expect, anticipate, believes, intends, projects, plans or other words of similar meaning. These forward-looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. Company assumes no responsibility to publicly amend, modify or revise any of the forward-looking statement on the basis of any subsequent developments, information or events.

Management is also of the opinion that quarter to quarter performance comparison would not be an ideal way of reviewing the Companys performance in view of the changing transaction dynamics which might result into some of the key assignments getting stretched and the incidence of the revenues may either pass over to next quarter or pushed on to a longer time scale than anticipated.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 as amended from time to time the extract of the Annual Return in Form MGT-7 for the financial year 2023-24 will be accessed in the due course of time on the website of the company at www.stl-global.com.

Particulars of Contracts or Arrangements with Related Parties referred to in section 188(1) of the Companies Act, 2013.

All related party transactions that were entered and executed during the year under review were at arms’ length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions.

The policy on materiality of Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company i.e. www.stl-global.com. In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-IV)

Corporate Governance

Your Company believes that Corporate Governance balances the interest of all stakeholders of a company and satisfies the tests of accountability, transparency and fair play. Corporate Governance is the combination of voluntary practices, disclosures and compliance with laws as may be applicable to the company leading to effective control and management of a Company.

Your Company philosophy on Corporate Governance is to operate for the benefit of all its stakeholders, including shareholders, customers, lenders, creditors, employees, government authorities and the community and to conduct its business in a transparent, ethical and fair manner. Your Board of Directors considers itself the trustee of Company’s shareholders and always aims at maximizing the shareholders’ value and protecting the interest of all other stakeholders.

The report on Corporate Governance is annexed and forms part of this Directors’ Report (Annexure V).

STL Global Limited has been complying with the requirements of Corporate Governance as stipulated under Regulation 27 and Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The copy of certificate obtained from Statutory Auditor’s of the Company dated 29.05.2024 confirming the compliance of the conditions of Corporate Governance by the Company is also attached with this report.

Number of Board Meeting

During the financial year 2023-24, seven meetings of the Board of Directors were held, the details of which are given in the Corporate Governance report annexed herewith and forms part of this Director’s Report.

Formation of various Committees

Details regarding various committees constituted by the Board of directors are given in the Corporate Governance Report annexed herewith and forms part of this Director’s Report.

Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company and its Management has always believed in providing a safe and harassment free workplace for every employee/individual working in the company through various interventions and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Proper awareness programs, whenever required were carried out against sexual harassment. During the financial year 2023-24 in the Company no complaints pertaining to sexual harassment was received.

SAFETY, HEALTH AND ENVIRONMENT SAFETY

Your Company believes that safety is an integral part in the efficient business management; hence it has benchmarked its processes to the highest standards of safety. Adequate Controls are made at workstation to safeguard the interest of employees. Prompt and regular efforts with respect to safety, training and education are your company’s commitment to the safety. The employees working on the production floor are required to undergo a mandatory training in their respective department. Also, various other efforts are being taken continuously for improving safety at the plant and these efforts include continuous safety trainings with internal & external faculties, on-the-job training for technicians and safety awareness among employees etc.

HEALTH

Your Company has built sufficient infrastructure in order to provide necessary medical care to the employees working at all levels. The medical checkups are also done before recruitment of any new person. A first-aid box is always available in all the departments and normal medical checkups are regularly conducted. The employees are also imparted with health education from time to time. The company is committed to safe and healthy life of its employees.

ENVIRONMENT

STL Global Limited and its management are fully committed to provide a safe and healthy working environment inside the Company as well outside. The Company regularly complies with all rules & regulations regarding protection of the environment of its outside surrounding area. Your Company is also committed to prevent wasteful use of natural resources and to minimize the dangerous impacts of any of its activities e.g. production, development, use & disposal of products and other services on the environment. The Company always ensures that highest s tandards of environmental management are being maintained. The company regularly participates in plantation activity in the vicinity.

SHE COMMITTEE

The Company had a SHE Committee (Safety, Health & Environment Committee) that comprises of members from the senior management, HR Department of Company. The SHE Committee is mainly responsible for ensuring safe and healthy environment within the Company and its neighboring area, and also for complying with all applicable regulatory requirements in this regard.

Company is also fully committed to make its contribution in the Social and Economic Development of the community located in vicinity of its operations and to provide assistance for improving the quality of their life and optimum utilization of resources.

Particulars of Employees

A. The information required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

*All the Non-Executive Non-Independent and Independent Directors of the Company were not paid any remuneration and were paid only sitting fee for attending the meetings of the Board/Committee of Directors. Therefore, the said ratio of remuneration of each director to median remuneration of the employees of the company is not applicable.

The Median remuneration of the employees for the Financial Year ending on 31^st March, 2024 is Rs. 2.53 Lakhs per year and 21,050/- per month.

The Executive Directors have not availed any variable component of remuneration.

B. Top Ten Employees (including Directors) information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in terms of salary as on 31^st March, 2024 are given below:

C. The information required under section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

None of the employee has received remuneration exceeding the limit Rs. 1.20 Crore per annum when employed for full year and Rs. 10 lakhs per month, when employed for a part of the year, as stated in section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time.

Other Matters

The Company has neither made any application nor any proceedings is pending against the Company under the Insolvency and Bankruptcy Code, 2016 as amended from time to time.

The clause (xii) of Rule 8 of sub-rule 5 of Companies (Accounts) Rules, 2014 and including amendments made to this rule till date is not applicable on the Company.

Personnel

Your Company’s Board of Directors and Management once again sincerely acknowledge the devotion of all the employees of the company, who have contributed in the performance & development of the company. Company treats its employee like its asset. The Company’s relations with employees are always cordial, the employees are regularly provided with internal & external trainings and more responsibility is being entrusted to them thereby involving them in day-to-day decision making. The true spirit of trust, commitment, dignity, transparency and opportunity to explore & achieve their dreams gives the employees an encouragement and yearning to perform better.

Acknowledgement & Appreciation

In today’s world no company can grow without the support of their employees. The company’s growth is achieved with the continuous support of all the stakeholders. Your directors once again take this opportunity to first of all thank all the employees of the Company for their hard work, dedication, cooperation and support rendered towards the Company.

STL Global Limited board of directors also wants to express its gratitude towards the Company’s Bankers, Financial Institutions, Central and State Government Authorities & Officials, Customers, Vendors, Traders, Solicitors, Advisors and to our well wishers for their support and co-operation during the period under review. And also, to you, our dear shareholders, we are extremely grateful for your continuous support and confidence.