Directors Report of Holmarc Opto-Mechatronics Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting you with the 33^rd Annual Report along with the
Audited Financial Statements and Report of the Auditors for the financial year ended 31^st March
2025.

1. financial summary

The summary of the financial performance for the financial year ended March 31, 2025 and the
previous financial year ended March 31, 2024 is given below:

(Amount in Rs. ’00,000)

	For the year ended	For the year ended
particulars	31st March, 2025	31st March, 2024
Total Revenue	3771.22	3385.05
Total Expenditure	3277.67	2927.76
Profit / (Loss) before Tax and Ex¬ tra-ordinary Items	493.55	457.29
Extra-Ordinary Items	-	-
Tax Expense
Current Tax	128.64 (8.61)	124.81
Deferred Tax		(10.79)
Profit / (Loss) after Tax	373.51	343.28
Earnings per share (Basic)	3.72	3.94
Earnings per share (Diluted)	3.72	3.94

Financial Summary

Revenue from Operations of the Company for the financial year ended 31st March 2025 was at
3716.72 with an increase of Rs.370.6 Lakhs as compared to Rs.3346.12 in the previous year ie.,
growth was 11.07%. The Company recorded a net profit of Rs.373.51 Lakhs during the financial
year ended 31st March 2025, higher by 8.80% compared to the net profit of Rs.343.28 Lakhs in
the previous financial year ended 31st March 2024.

The detailed highlights of the Company’s performance and the state of its affairs are included in
the Management Discussion and Analysis Report forming part of the Annual Report.

2. change in nature of business

During the year under report, there was no change in the nature of business of the Company.

3. details of material changes and commitments affecting the fi¬
nancial 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 report:

There were no 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 this report.

4. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for
the year under review.

5. DIVIDEND:

Dividend Proposed:

i. The Board of Directors of your company has decided to recommend a final dividend of ? 0.4/-
(Forty Paisa only) ie., 4% per equity share of the face value of ? 10/- each, for the Financial
Year ended 31^st March 2025. The said dividend on equity shares is subject to the approval of
the Shareholders at the ensuing Annual General Meeting (‘AGM’) scheduled to be held on
20^th September 2025. The dividend, if approved by the shareholders, would involve a cash
outflow of Rs. 42,00,000 (Rupees Forty Two Lakhs only) subject to deduction of income tax
at source.

ii. The Record date for the purpose of the final dividend for the financial year ended 31^st March,
2025, is 13^th September 2025.

Dividend Paid during the year under Report:

iii. The shareholders, at the previous Annual General Meeting for the financial year 2023-24,
approved a final dividend of ?0.40 per fully paid-up equity share of face value ?10 each for
the financial year ended 31^st March 2024, based on the recommendation of the Board of Di¬
rectors.

Unpaid/Undaimed Dividend:

iv. Pursuant to Section 125 of the Act, the amount of dividend remaining unpaid or unclaimed
for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the
Company is required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government. The below table gives the year wise amount of un-
paid/unclaimed dividend lying in the unpaid account as on 31^st March 2025 and the due dates
for transfer of unclaimed and unpaid dividends declared by the Company to IEPF.

Financial Year end¬ ed	Date of dec¬ laration of dividend	Amount (in Rs.)	Due date for transfer of Dividend amount	Correspond¬ ing number of shares	Due date for transfer of corre¬ sponding shares
2023-24	21-08-2024	?4750	19-09-2031	15000	19-10-2031

v. During the year under report, the Company was not required to transfer any amount/shares
to the Investor Education and Protection Fund (IEPF) since no dividend has remained un¬
claimed or unpaid for seven consecutive years or more.

6. changes in the capital structure

There is no change in the Authorized, Issued, Subscribed and Paid-up share capital during the fi¬
nancial year.

i. Authorised Share Capital

The Authorized Share Capital of the Company as on 31^st March 2025 is Rs. 12,00,00,000/- (Rupees
Twelve Crores only) divided into 1,20,00,000 equity shares of Rs. 10/- each and there has been no
change in the same during the year under report.

ii. Paid-up share Capital

The issued, subscribed and paid-up capital of the company as on 31^st March 2025 is Rs. 10,05,00,000/-
(Rupees Ten Crore and Five Lakhs only) divided into 1,00,50,000 equity shares of Rs. 10/- each.

7. registrar and transfer agents

During the year under report, Cameo Corporate Services Limited, ''Subramanian Building’, No.1,
Club House Road, Chennai - 600 002, Tamil Nadu, was the Registrar and Transfer Agent of the
Company.

The ISIN of the Company is INE0LXA01019 and all the shares of the Company are held in dema-
terialized form.

8. utilization of tpo proceeds.

The statement of utilization of IPO proceeds as on 31^st March 2025 is as follows:

S1.No	Particulars	Estimated Amount (in Lakhs)	Amount Utilized (in Lakhs)
01	Funding Capital Expenditure towards Purchase of Additional Plant & Ma¬ chinery	354.36	354.36
02	Working Capital Requirements	481.64	481.64
03	Issue Related Expenses and General Corporate Expenses	304	304
	Total	1140	1140

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or varia¬
tion^) in the utilization of public issue proceeds from the objects as stated in the prospectus dated
September 11, 2023. The issue proceeds from the Initial Public offer have been fully utilized as on
31^st March 2025. Necessary disclosures have been made to the Stock Exchanges in the Statement
of Deviation/Variation Report issued along with the Financial Statements.

9. details of lock-in of shares

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Require¬
ments) Regulations, 2018, below are the details of the lock-in Shares of the Company held by
Promoters:

Name of the share¬ holder	Category	No.of Eq¬ uity Shares locked-in	Amount per share (in Rs.)	Lock -in-date
Jolly Cyriac	Promoter	11,83,436	10	25-09-2026
Ishach Sainuddin	Promoter	8,26,564	10	25-09-2026

10. consolidated financial statements

The Company is not required to consolidate its Financial Statements for the financial year ended
31^st March, 2025 as the Company does not have any subsidiary or associate or joint venture com¬
panies.

11. subsidiaries, joint ventures and associate companies

During the year under report, none of the companies have become or ceased to be an associate/
subsidiary/ joint venture/ holding company. The Company does not have any associate/ subsidiary/
joint venture/ holding company as on 31^st March 2025.

management

12. company’s policy on directors’ appointment and remuneration
including criteria for determining qualifications, positive attri¬
butes. independence of a director and other matters provided un¬
der sub-section (3) of section 178:

The Company has in place a ‘Policy on Nomination & Remuneration for Directors, Key Manage¬
rial Personnel (KMP) and Senior Management’, which, inter-alia, lays down the criteria for iden¬
tifying the persons who are qualified to be appointed as Directors and key Management Personnel
of the Company, along with the criteria for determination of remuneration of Directors, KMPs,
Senior Management and their evaluation and includes other matters, as prescribed under the pro¬
visions of Section 178 of the Companies Act, 2013. The Remuneration paid to the Directors is in
line with the Remuneration Policy of the Company. Our Company has placed the policy on the

Company website and the weblink is https://www.holmarc.com/pdf/Nomination_and_Remuner-
ation_Policy.pdf.

13. composition of the board of directors:

As on 31^st March 2025, the Board of Directors of the Company is duly constituted as follows:

si. No.	din	Directors Name	Designation
1.	00409364	Mr. Jolly Cyriac	Managing Director
2.	00409402	Mr. Ishach Sainuddin	Whole-Time Director and CFO
3	09723618	Ms. Jaya Jolly	Whole-Time Director
4.	07622598	Mr. Gopala Kurup Un- nikrishna Kurup	Whole-Time Director
5,	09257206	Mr. Jayagosh Unni Srambik- kal	Whole-Time Director
6	09257141	Mr. Vellachalil Ramakrish- nan Sanjaykumar	Whole-Time Director
7.	09257188	Mr. Abdul Rasheed Aledath Kochunni	Whole-Time Director
8.	09257264	Mr. Jim Jose Punnackal Josey	Whole-Time Director
9.	09257355	Mr. Lijo George	Whole-Time Director
		Mr. Pottekkattu Muhammed	Whole-Time Director
10.	09257403	Muhammed Shafi
11.	02602190	Mr. Sajeev Plavita Go- pinathan Nair	Independent Director
12.	07402596	Mr. Reji Zachariah	Independent Director
13.	09751547	Mr. Ananthavally Raghavan Satheesh	Independent Director
14.	07459768	Ms. Tracy Tulassne Caesar	Independent Director
15.	10132996	Ms. Anju Poulose	Independent Director

Changes during the vear

The following changes in the constitution of Board of Directors during the year under report were
in compliance with the provisions of the Act:

i. Mr. Ishach Sainuddin was re-appointed as the Chief Financial Officer on 28^th May 2024 as his
tenure expired on 31^st January 2024. He was re-appointed by the Board of Directors upon rec¬
ommendation of Nomination and Remuneration committee and approval of audit committee.

ii. Based on the recommendation of Nomination and Remuneration committee and Board of Di¬
rectors, the shareholders of the Company at the Annual General Meeting of the Company held
on 21^st August 2024 re -appointed Mr. Jolly Cyriac (DIN:00409364), as Managing Director of
the Company for a term of 5 years with effect from 01^st February 2025.

iii. Based on the recommendation of Nomination and Remuneration committee and Board of Di¬
rectors, the re-appointment of Mr. Ishach Sainuddin (DIN: 00409402) as Whole - Time Direc¬
tor was approved by the shareholders of the Company at the Annual General Meeting of the
Company held on 21^st August 2024, for a term of 5 years with effect from 01^st February 2025.

iv. Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, the re-appointment of Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141),
Mr. Abdul Rasheed Aledath Kochunni (DIN: 09257188), Mr. Jim Jose Punnackal Josey (DIN:
09257264), Mr. Lijo George (DIN: 09257355), and Mr. Pottekkattu Muhammed Muhammed
Shafi (DIN: 09257403) as Whole-Time Directors of the Company was approved by the share¬
holders at the Annual General Meeting held on 21^st August 2024, for a term of three years with
effect from 01^st February 2025.

v. At the Annual General Meeting of the Company held on 31st August 2024, Mr. Pottekkattu
Muhammed Muhammed Shafi (DIN: 09257403) and Mr. Vellachalil Ramakrishnan Sanjayku¬
mar (DIN: 09257141), who were liable to retire by rotation, were re-appointed by the share¬
holders as Directors of the Company.

Changes after close of the financial vear

i. Mr. Reji Zachariah (DIN: 07402596) and Mr. Ananthavally Raghavan Satheesh (DIN:
09751547), Independent Directors, tendered their resignations from the Board with effect from
16^th April, 2025 and 21^st April, 2025, respectively. The Board placed on record its sincere
appreciation for their contribution made to the Company during their tenure as independent
directors of the company.

ii. Following the resignation of two Independent Directors from the Board, and in order to main¬
tain the proper balance between Independent and Non-Independent Directors on the Board,
in line with regulatory requirements, the following Whole-Time Directors resigned from the
position of Whole-Time Director and from the Directorship of the Company, with effect from
12^th May 2025:

• Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141)

• Mr. Abdul Rasheed Aledath Kochunni (DIN: 09257188)

• Mr. Jim Jose Punnackal Josey (DIN: 09257264)

• Mr. Lijo George (DIN: 09257355)

• Mr. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403)

The Board of Directors placed on record its sincere appreciation and deepest gratitude for the
valuable contributions made to the company during their tenure as Whole - Time Directors of
the company.

To be proposed in the Ensuing AGM

i. Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gopala Kurup
Unnikrishna Kurup (DIN: 07622598) and Mr. Jayagosh Unni Srambikkal (DIN: 09257206),

Whole - time directors, are liable to retire by rotation and being eligible, offers themselves for
re-appointment. The Board of Directors recommends their re-appointment to the Members for
their consideration at the 33^rd Annual General Meeting.

ii. Since Mr. Gopala Kurup Unnikrishna Kurup is above the age of 70 years, the approval of the
members by way of a special resolution is being sought for the continuation of his appoint¬
ment as Whole-Time Director.

iii. The current 3 year tenure of appointment Mrs. Jaya Jolly (DIN: 09723618) as Whole-time
Director of the company, which was approved by the shareholders through a special resolu¬
tion at the Annual General Meeting (AGM) held on 26th September 2022, shall expire on 25^th
September 2025, accordingly, the Nomination and Remuneration committee and the Board
recommends her re-appointment for a further period of 5 years, as per the terms and conditions
as detailed in the Notice of Annual General Meeting and the Explanatory statement annexed
thereto.

14. particulars of remuneration of directors and employees:

The disclosure with reference to the particulars of the ratio of remuneration of each director to the
median employee’s remuneration in accordance with Section 197 (12) of the Act and other partic¬
ulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached to this report as Annexure 1.

15. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Compa¬
ny under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment
and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet
the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 17^th February, 2025 as per schedule IV of
the Companies Act, 2013.

C. Familiarization Programme for Independent Directors:

The details of the Familiarization Programs conducted by the Company during the year under
report are available on the website of the Company in the web address https://holmarc.com/famil-
iarisation_programme.php.

16. composition of committees of the board:

The constitution of the Board Committees is in compliance with the provisions of the Companies
Act, the relevant rules made thereunder, and the SEBI (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015 to the extent applicable to the Company. The composition of these
committees is as follows:

i. Audit Committee

SI No.	Name of the Member	Designation
01	Mr. Sajeev Plavita Gopinathan Nair (DIN: 02602190)	Chairman
02	Ms. Anju Poulose Maliyakkal (DIN:10132996)	Member
03	Mr. Gopala Kurup Unnikrishna Kurup (DIN: 07622598)	Member

During the year under review, there has been no instance where the recommendations of the
Audit Committee have not been accepted by the Board.

ii. Nomination and Remuneration Committee as on 31.03.2025

SI No.	Name of the Member	Designation
01	Mr. Ananthavally Raghavan Satheesh (DIN: 09751547)	Chairman
02	Mr. Reji Zachariah (DIN: 07402596)	Member
03	Ms. Tracy Tulassne Caesar (DIN: 07459768)	Member

Reconstitution of Nomination and Remuneration Committee:

Following the financial year 2024-25, Mr. Ananthavally Raghavan Satheesh (DIN: 09751547)
and Mr. Reji Zachariah (DIN: 07402596), Non-Executive Independent Directors, resigned on
April 16, 2025, and April 21, 2025, respectively. Accordingly, the Board, at its meeting held on
May 26, 2025, approved the reconstitution of the Nomination and Remuneration Committee as
given below:

S. No.	Name of the Member	Designation
1	Mr. Sajeev Plavita Gopinathan Nair (DIN: 02602190)	Chairman

2.	Ms. Anju Poulose Maliyakkal (DIN: 10132996)	Member
3.	Ms. Tracy Tulassne Caesar (DIN: 07459768)	Member

iii. Stakeholders’ Relationship Committee

si No.	Name of the Member	Designation
01	Ms. Tracy Tulassne Caesar	Chairman
	(DIN: 07459768)
02	Mr. Ishach Sainuddin	Member
	(DIN: 00409402)
03	Mr. Jayagosh Unni Srambikkal (DIN: 09257206)	Member

17. annual evaluation of performance of the board, etc.

The Nomination and Remuneration Committee has formulated a Performance Evaluation Policy
of the Board for the purpose of evaluation of the individual Directors, the Board as a whole and
the Board committees, which is available in the website of the Company in the web address https://
holmarc.com/corporate_governance.php#:~:text=Board%20Evaluation%20Policy.

Pursuant to the applicable sections of the Companies Act, 2013 and applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and a formal evaluation of
the performance of the Board, its Committees and the Individual Directors was done during the
period under report. The evaluation process was conducted through a Google Forms question¬
naire, assessing the performance of each Director, the Chairman, the Board, and its Committees.
The questionnaire highlighted key attributes of the Directors, the quality of their interactions, and
the overall effectiveness of the Board. After collecting responses from individual Directors, the
Independent Directors compiled the findings and reported them independently to the Nomination
and Remuneration Committee as well as to the Chairman of the Company. Based on the evaluation
reports, the Nomination and Remuneration Committee recommended the re-appointment and sal¬
ary increments for the current year. There was no observation in board evaluation carried out for
the year. The feedback and suggestions from the evaluation was discussed at the Board meeting
and noted for further improvement and action, wherever required.

18. directors’ responsibility statement:

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to
Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to 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 period 2024-25;

iii. The directors had taken proper and sufficient care for the maintenance of adequate account¬
ing 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;

iv. The directors had prepared the annual accounts on a going concern basis;

v. 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;

vi. 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.

19. MEETINGS:

i) Board Meeting

During the Financial Year 2024-25, the Board met 4 times on 28^th May 2024, 24^th July 2024, 13^th
November 2024 and 07^th March 2025.

The attendance of all the directors at Board Meetings held during the year and attendance in the last
AGM are detailed below:

SI. No.	Name of Director	28/05/24	24/07/24	13/11/24	07/03/25	Atten¬ dance in last AGM
1.	Mr. Jolly Cyriac	Yes	Yes	Yes	Yes	Yes
2.	Mr. Ishach Sainuddin	Yes	Yes	Yes	Yes	Yes
3.	Ms. Jaya Jolly	No	Yes	Yes	Yes	Yes
4.	Mr. Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes	Yes	Yes
5.	Mr. Jayagosh Unni Srambikkal	Yes	Yes	Yes	Yes	Yes
6.	Mr. Vellachalil Ra- makrishnan Sanjayku- mar	Yes	Yes	Yes	Yes	Yes
7.	Mr. Abdul Rasheed Aledath Kochunni	Yes	Yes	Yes	Yes	Yes

8.	Mr. Jim Jose Punnack- al Josey	Yes	Yes	Yes	Yes	Yes
9.	Mr. Lijo George	Yes	Yes	Yes	Yes	Yes
10.	Mr. Pottekkattu Mu- hammed Muhammed Shafi	Yes	Yes	Yes	Yes	Yes
11.	Mr. Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes	Yes	Yes
12.	Mr. Reji Zachariah	Yes	Yes	Yes	Yes	Yes
13.	Mr. Ananthavally Ra- ghavan Satheesh	Yes	Yes	Yes	Yes	Yes
14.	Ms. Tracy Tulassne Caesar	Yes	Yes	Yes	Yes	Yes
15.	Ms. Anju Poulose	Yes	Yes	Yes	Yes	Yes

The meetings were held in accordance with the applicable provisions of the Act. The board has not
contravened the provisions of Companies Act, 2013 regarding the minimum number of meetings
in a financial year and the maximum intervening gap of 120 days between two consecutive meet¬
ings. During the year, some of the businesses were considered by the Board by passing resolutions
by circulation.

ii) Audit Committee

The Details of the Audit Committee Meetings held during the year are as follows:

SI. No.	Name of Director	Date of meetings held during the FY 2024-25
		28/05/24	24/07/24	06/11/24	05/03/25
1	Mr. Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes	Yes
2	Ms. Anju Poulose Maliyakkal	Yes	Yes	Yes	Yes
3	Mr. Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes	Yes

iii) Nomination and Remuneration Committee

The details of the Nomination and Remuneration committee meeting held during the year are
as follows:

SI. No.	Name of Director	Dates of meetings held during the FY 2024-25
		28/05/24	24/07/24	06/03/25

1.	Mr. Ananthavally Raghavan Satheesh.	Yes	Yes	Yes
2.	Mr. Reji Zachariah	Yes	Yes	Yes
3.	Ms. Tracy Tulassne Caesar	Yes	Yes	Yes

iv) Stakeholders’ Relationship Committee

The details of the Stakeholders’ Relationship committee meeting held during the year are as
follows:

SI. No.	Name of the Director	Date of meeting held during the FY 2024-25
		06/03/2025
1.	Ms. Tracy Tulassne Caesar	Yes
2.	Mr. Ishach Sainuddin	Yes
3.	Mr. Jayagosh Unni Srambikkal	Yes

v) Independent Directors Meeting

During the Financial Year under review, a separate Meeting of the Independent Directors was held
on 17^th February, 2025 without the attendance of Non-Independent Directors and the Management
of the Company. The Independent Directors, in their separate meeting held on 17^th February 2025:

(a) reviewed the performance of non-independent directors and the Board as a whole;

(b) reviewed the performance of Board committees;

(c) reviewed the performance of the Chairperson of the company, taking into account the views of
executive directors and non-executive directors;

(d) assessed the quality, quantity and timeliness of flow of information between the company man¬
agement and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

20. management discussion and analysis report

The Management Discussion and Analysis Report forms part of the Annual Report.

21. AUDITORS

i. Statutory Auditor

The shareholders, at the Annual General Meeting held on 31^st May 2023, appointed M/s. G. Joseph
& Associates, Chartered Accountants (Firm Registration No. 006310S), as the Statutory Auditors
of the Company in accordance with the provisions of the Companies Act, 2013 and the rules made
thereunder. M7s. G. Joseph & Associates will hold office until the conclusion of the 36^th Annual
General Meeting, scheduled to be held in the year 2028-29.

ii. Secretarial Auditor

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on
13^th November, 2024 appointed M/s. SVJS and Associates, Cochin (Practicing Company Secretar¬
ies) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to
undertake Secretarial audit of the Company for the Financial Year 2024-25.

In accordance with the provisions of Section 204 of the Companies Act, M/s. SVJS and Associates
conducted the secretarial audit for the financial year ended 31^st March 2025. Secretarial Audit Re¬
port as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set
out in the Annexure 2 to this report.

iii. Internal Auditor

Pursuant to Section 138 of the Act, the Board of Directors, upon recommendation of the Audit
Committee, at its meeting held on 24^th July, 2024 had appointed M/s. Joseph & Co. (Firm Registra¬
tion No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company to
undertake an Internal audit of the Company for the Financial Year 2024-25. The Audit Committee
periodically reviews and implements the recommendations of Internal Auditors.

22. explanation or comments by the board on every qualification,
reservation or adverse remark or disclaimer made—

i. The Statutory Auditor has issued an unmodified opinion on the Financial Statements for the
Financial Year ended 31^st March, 2025. The Auditors’ Report for the Financial Year ended 31^st
March, 2025 has no qualifications, reservations, adverse remarks or disclaimers made by the
Auditors in their report.

ii. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark
except the following:

As per sub-regulation (2) of Regulation 26A of The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, any vacancy in the office
of the Chief Financial Officer shall be filled by the listed entity at the earliest and in any case not
later than three months from the date of such vacancy. The Chief Financial Officer (CFO) of the
Company had vacated his office on 30/01/2024 and the said vacancy was filled by the Board of
Directors on 28/05/2024, which is after three months from the date of such vacancy. Exemption
of Regulation 26A for SME listed Companies came into effect from 13/12/2024 onwards.

Management’s Reply to the observation -

The delay in finalizing the re-appointment was due to the initial plan for Mr. Ishach Sainuddin’s
wife to assume the role of Chief Financial Officer. However, as she could not join due to per¬
sonal reasons, Mr. Ishach Sainuddin was subsequently re-appointed.

23. report of fraud by the auditors

None of the auditors of the Company have reported any frauds to the Audit Committee or to the
Board of Directors as specified under Section 143(12) of the Act, read with the Companies (Audit
and Auditors) Rules, 2014. Therefore no detail is required to be disclosed under Section 134(3) (ca)
of the Act.

24. DEPOSITS

The Company has not invited /accepted any deposits from the public, falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
There were no outstanding deposits during the period under report.

25. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER
SECTION 186:

Your Company has not given any loan or given any guarantee or provided security in connection
with any loan to any person or body corporate during the period under review as envisaged under
Section 186 of the Companies Act, 2013.

There were no outstanding loans, Guarantees or investments as on date.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

The Company has entered into related party transaction in ordinary course of business and at arm’s

length. The particulars of contracts or arrangements with Related Parties in Form AOC -2 as re¬
ferred to in sub-section (2) of Section 188 of the Companies Act, 2013 read with Rule 8 (2) of
Companies (Accounts) Rules, 2014 is attached as Annexure 3 to this report.

None of the transactions with any of the related parties, during the year under report exceeds the
threshold specified under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 and
hence approval of shareholders was not required.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

28. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EX¬
CHANGE EARNINGS AND OUTGO:

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorp¬
tion, for the financial year ended 31/03/2025 is attached herewith as Annexure 4 to this report.

The foreign exchange earnings during the year under review is Rs. 653.24 lakhs and foreign ex¬
change outgo during the year is Rs. 238.67 lakhs.

29. RISK MANAGEMENT:

Pursuant Section 134(3)(n) of the Act, the Company has in place an in-house Risk Management
procedure which provides for the identification therein of elements of risk, which in the opinion
of the Board may threaten the existence of the Company. Major risks identified are addressed and
monitored by the Board of Directors of the Company.

30. details of establishment of vigil mechanism

In pursuance to the provisions of section 177(9) and (10) of the Companies Act, 2013, a Vigil
Mechanism/Whistle Blower Policy for directors and employees to report genuine concerns has
been established by the Company in order to maintain highest standards of ethical, moral and legal
conduct. The said policy provides safeguard against victimization of the whistle blower.

The Audit committee of the company oversees the said mechanism from time to time. None of the
Company personnel has been denied access to the Audit Committee and the directors and employ¬
ees have direct access to the chairman of the Audit committee for raising their genuine concerns.
The Whistle Blower Policy of the Company is also available on the website of the Company at
https://www.holmarc.com/pdf/Whistle_Blower_Policy.pdf.

There were no complaints filed / pending with the Company during the year.

31. significant or material orders passed by regulators /courts/
tribunal:

During the year under report, there were no significant or material orders passed by the regulators
or courts or tribunals impacting the going concern status or operations of the Company in future.

32 EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual
Return for the year ending on March 31, 2025 will be available on the Company’s website at
https://www.holmarc.c0m/annual_report.php#committees.

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

The Company is committed to providing and promoting a safe and healthy work environment for
all its employees. In accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Com¬
mittee to address any concerns related to sexual harassment at the workplace.

Your Directors further state that the Company has not received any complaint of sexual harass¬
ment during the year under review.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibi¬
tion and Redressal) Act, 2013:

S.I. No	Particulars	Number of Cases
1.	Number of sexual harassment complaints pending at	Nil
	the beginning of the year
2.	Number of sexual harassment complaints received	Nil
	during the year

3.	Number of sexual harassment complaints disposed off during the year	Nil
4.	Number of cases pending for more than ninety days.	Nil

34. FRAUD REPORTING:

Your Company has not entered into transactions which are fraudulent, illegal or violative of the
Company’s Code of Conduct. During the period under review no frauds have occurred in the Com¬
pany and no frauds were reported by the Auditors of the Company.

35. CORPORATE GOVERNANCE

Your company strives to provide utmost importance to best Corporate Governance practices and
always works in the best interest of its stakeholders. However, the Company is not obligated to
comply with provisions of Corporate Governance as per regulation 15(2) of the SEBI (Listing Ob¬
ligations and Disclosure Requirements) Regulations, 2015.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act 2013, the Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government with respect to meetings of the Board of Directors and General Meetings.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961

The Company is fully committed to ensuring the welfare and rights of its women employees and
affirms its compliance with the provisions of the Maternity Benefits Act, 1961. During the finan¬
cial year under review, the Company has taken appropriate measures to adhere to all statutory
requirements under the Act.

38. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The disclosure as to maintenance of cost records as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013 is not applicable to your Company.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UN¬
DER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, neither any application was made nor is any proceeding pending
against the Company under the Insolvency and Bankruptcy Code, 2016.

40. the details of difference between amount of the valuation done

AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE

taking loan from the banks or financial institutions along with

THE REASONS THEREOF.

The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the

reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable to
the Company during the period under review.

41. disclosure of certain type of agreements binding listed entities

During the year under review there were no agreements entered into by the shareholders, promot¬
ers, promoter group entities, related parties, directors, key managerial personnels, employees of the
Company among themselves or with the Company or with a third party, solely or jointly, which,
either directly or indirectly or potentially or whose purpose and effect is to impact the management
or control of the Company or impose any restriction or create any liability upon the Company.

42. internal financial controls

The Company has a well-established internal financial control and risk management framework,
with appropriate policies and procedures, to ensure the highest standards of integrity and transpar¬
ency in its operations and a strong corporate governance structure, while maintaining excellence
in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and
efficient conduct of business, including adherence to policies (b) safeguarding of assets (c) preven¬
tion and detection of frauds / errors (d) accuracy and completeness of the accounting records and
(e) timely preparation of reliable financial information

43. prevention of insider trading

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has
adopted the Code of Internal Procedures and Conduct for Prevention of Insider Trading. The Com¬
pliance Officer of the Company is responsible for monitoring adherence to the said Regulations.
The Code is displayed on the Company’s website at https://www.holmarc.com/pdf/code_of_prac-
tices_for_fair_disclosure_of_UPSI.pdf.

44. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the
financial institutions, Government authorities, clients, members and other service providers during
the year under report. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by the employees of the Company.

For and on behalf of the Board of Directors

sd/- sd/-

jolly cyriac ishach sainuddin

managing director whole time director and cfo

DIN: 00409364 DIN: 00409402

sd/- sd/-

g unnikrishna kurup parvathy v

whole-time director company secretary &

DIN: 07622598 COMPLIANCE OFFICER

---

Mar 31, 2024

The Directors have the pleasure of presenting you with the 32nd Annual Report along with the Audited Financial Statements and Report of the Auditors for the financial year ended 31st March 2024.

1. FINANCIAL SUMMARY

(Amount in Rs. ’00,000)
PARTICULARS	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Total Revenue	3385.05	2918.44
Total Expenditure	2927.76	2510.80
Profit / (Loss) before Tax and Extra-ordinary Items	457.29	407.65
Extra-Ordinary Items	-	73.84
Tax Expense
Current Tax	124.81	107.32
Deferred Tax	(10.79)	18.03
Profit / (Loss) after Tax	343.28	356.14
Earnings per share (Basic)	3.94	4.95
Earnings per share (Diluted)	3.94	4.95

2. STATE OF COMPANY''S AFFAIRS

i. Financial Highlights

Revenue from Operations of the Company for the financial year ended 31st March 2024 was at 3346.12 lakhs with an increase of Rs.442.45 Lakhs compared to previous year ie., growth was 15.24%. Profit before Tax stood at Rs.457.29 Lakhs as against 407.65 lakhs of previous year with an increase of 12.18%.

As for IPO funds utilisation, capital equipment purchases as envisaged in the IPO have almost been completed. Working capital infusion will be completed by March 31, 2025.

ii. Change in status of the Company

During the year under report, the Company had made an Initial Public Offer of28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) and got listed on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE on 25th September 2023.

iii. Overview of the industry and important changes in the industry during the last year;

Analytical and Scientific Instrumentation refers to a broad range of instruments, devices and equipment used in research, analysis and testing across various industries and education. These instruments are designed to measure, analyze, and characterize various properties, substances, or materials with high accuracy and precision. Some of the key areas that are potential to the scope of analytical and Scientific Instrumentation are- Integration of artificial Intelligence and Machine learning, Multimodal and Multi-parameter Analysis, nanotechnology and Single-Molecular analysis, Miniaturization and Portability. Analytical and scientific instrumentation encompasses a wide range of techniques and technologies, including spectroscopy, chromatography, microscopy, molecular analysis, particle size analysis, thermal analysis, and more. The global scientific instruments market is driven by the rising research activities in the pharmaceutical industry. North America is the leading regional market for scientific instruments as it accounts for the largest market share. The

industry is fueled by the growing collaborations and partnerships among manufacturers and education and research institutes.

India is in the 3rd place for technological investment in the world. Government of India has given more emphasis on Science and technology as it is very important for economic prosperity. India’s engineering R&D and product development market is expected to grow by 2025. Union Government has allotted Rs. 16,361/- crore to the Department of Science & Technology in the last budget. Our market’s outlook is positive. The expansion of R&D activities in sectors such as Pharmaceuticals, Biotechnology, Healthcare and academia drives the demand for scientific instruments. There is growth in the market because of technological advancements and need for accurate and efficient measurement and analysis instruments. With the advancement of Nano-particles the demand for Nano-particle instruments has increased- Microscopy, PCR, Spectroscopy, Chromatography, etc.

iv. External environment and economic outlook

The Indian Economy has made strong growth in the past few years and it has overtaken UK to become the world’s fifth largest economy. Our economy displayed remarkable strength despite tighter monetary policy and global headwinds. The economy has emerged as the fastest growing large economy witnessing a growth of 7.8% in 2024. There is strong domestic demand .The capital spending by the central and state governments are increasing.

A review report released by the Ministry of Finance takes stock of the Indian Economy and a variety of sectors including Agriculture, Trade, Digital Public Infrastructure and Climate. Indian economy is projected to grow over 7% in the coming years and become the third largest economy just in three years. Indian Exports are in a strong upswing with its merchandise export reaching the highest ever at over USD 450 billion in 2023.

According to the international monetary fund growth rate in the Indian economy is expected to normalise at 6.8% in the financial year 2025 on the back of expectations of a normal monsoon and sustained momentum in manufacturing and service sector. Moderate inflation may result in interest rate cut which will result in further growth. India is negotiating with UK, European Union and Gulf Council for free trade agreements - another boom to the Economy.

The IMF’s Chief Economist said that India is getting benefit from the tariff and other action taken by countries against the China. It is also informed that large FDI inflow is there to India since 2020. If the higher tariffs are extended by countries which do lot of trade with China, the countries those are not connected with China will get more benefit. The US and Europe recently announced higher import duties on certain Chinese products.

The Governments emphasis on building infrastructure will have a multiplayer effect on the economy, strengthening of deep-tech technologies will help in promoting investments. The production linked incentive (PLI) schemes aim to make Indian manufactures competitive.

3. FUTURE OUTLOOK

We completed the first phase of capacity expansion by March 31, 2024 whereby we increased our production capacity to 3 crores per month in rupee terms. The Second phase of expansion is expected to be completed by September 30, 2024 whereby our production capacity will be 4 crores per month in rupee terms. We look forward to fully utilise our production capacity in this financial year. Third phase of expansion is also under way and our facility should be able to produce 5 crores worth of goods per month from April 1, 2025 with an in factory value addition more than 60%.

As we expand our production capacity, we may need more manufacturing space. We will be meeting this requirement, for the time being, by leasing in suitable premises. Since January 2024, we have added 12000 sq. ft rented space. We will continue to rent in more spaces as and when required.

Make in India campaign is helping us very much for expanding our market share in India. In addition to our ongoing marketing activities, we are planning to establish regional offices in USA and European Union in the near future.

4. CHANGE IN NATURE OF BUSINESS

During the year under report, there was no change in the nature of business of the Company.

5. DETAILS OF 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 REPORT:

No material changes and commitments that affect the financial position of the company have occurred between the end of the financial year of the company to which the report relates and the date of the report other than those mentioned in their report.

6. TRANSFER TO RESERVES:

The Company did not propose to transfer any amount to its reserves during the year under report.

7. DIVIDEND:

i. The Board considering the performance of the company during the Financial Year 2022-2023, declared an interim dividend of 3% of the face value of the shares out of the profits of the company amounting to Rs. 21,60,000/- exclusive of Dividend Distribution Tax, on 29/04/2023.

ii. Further, your directors recommend a final dividend of 4% of the face value of the shares for the financial year 2023-24 in the ensuing Annual General Meeting to be held on 21/08/2024.

iii. There was no unpaid or unclaimed dividend during the period under review.

iv. During the year under report, the Company was not required to transfer any amount/shares to the Investor Education and Protection Fund (IEPF).

8. SHARE CAPITAL

i. Authorised Share Capital

The Authorised Share Capital of the Company as on 31st March 2024 is Rs. 12,00,00,000/- (Rupees Twelve Crores only) consisting of 1,20,00,000 equity shares of Rs. 10/- each and there has been no change in the same during the year under report.

ii. Paid-up share Capital

The issued, subscribed and paid-up capital of the company as on 31st March 2024 is Rs. 10,05,00,000/- (Rupees Ten Crore and Five Lakhs only) consisting of 1,00,50,000 equity shares of Rs. 10/- each. The Company has made an Initial Public Offer of 28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited during the period under report. The shares were allotted to the shareholders on the 22nd of September 2023 and no shares were allotted to the Promoters of the Company.

9. DETAILS OF INITIAL PUBLIC OFFER AND LISTING

We are pleased to inform you that the Company has made an Initial Public Offer of 28,50,000/- Equity Shares of Rs. 10/-each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. The IPO had received an exceptional response from the public. The issue was over-subscribed 84.52 times on overall basis.

The equity shares pursuant to Initial Public Offer were allotted on 22nd September, 2023.

The Equity Shares of the Company were listed on the NSE Emerge platform with effect from 25th September, 2023.

10. REGISTRAR AND TRANSFER AGENTS

During the year under report, the Company has appointed Cameo Corporate Services Limited, ''Subramanian Building’, No.1, Club House Road, Chennai - 600 002, Tamil Nadu, as Registrar and Transfer Agents. The ISIN of the Company is INE0LXA01019 and all the shares of the Company are held in dematerialized form.

11. ALTERATION OF ARTICLES OF ASSOCIATION

During the year under report, a new set of Articles of Association which is in line with the “Table F” of Schedule I of the Companies Act, 2013 was adopted by the shareholders in the Annual General Meeting of the Company held on 30th May 2023

12. UTILIZATION OF IPO PROCEEDS.

The statement of utilization of IPO proceeds as on 31st March 2024 is as follows:

In Rs.
Sl.No	Particulars	Estimated Amount (in Lakhs)	Amount Utilized (in Lakhs)
01	Funding Capital Expenditure towards Purchase of Additional Plant & Machinery	354.36	249.6
02	Working Capital Requirements	481.64	225
03	Issue Related Expenses	154	138.35
04	General Corporate Expenses	150	99.8
	Total	1140	712.75

During the year under Report there were no deviations or variation in respect of utilization of IPO proceeds from the objects proposed in the prospectus. Any surplus amount in the head ‘Issue related expenses’ shall be allocated and utilized for other objects.

13. DETAILS OF LOCK-IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters, Promoter group and Public Shareholders:

Name of the shareholder	Category	No.of Equity Shares locked-in	Amount per share (in Rs.)	Lock -in-date
Jolly Cyriac	Promoter	11,83,436 25,17,364	10	25.09.2026 25.09.2024
Ishach Sainuddin	Promoter	8,26,564 17,58,236	10	25.09.2026 25.09.2024
Jaya Jolly	Promoter Group	3,600	10	25.09.2024
Vineeth Jolly	Promoter Group	1,800	10	25.09.2024
Vijay Jolly	Promoter Group	1,800	10	25.09.2024
Fabi MM	Promoter Group	3,600	10	25.09.2024

Serena Ishach	Promoter Group	1,800	10	25.09.2024
Saniya Ishach	Promoter Group	1,800	10	25.09.2024
Sajan P John	Public	1,44,000	10	25.09.2024
Roby Thomas	Public	1,44,000	10	25.09.2024
Sunil P	Public	1,44,000	10	25.09.2024
Chandrasekhar V	Public	72,000	10	25.09.2024
Satheesh Kumar KP	Public	1,80,000	10	25.09.2024
Kattakath Basheer Mohamed Nizar	Public	1,44,000	10	25.09.2024
Santhosh Nalluveettil Joseph	Public	72,000	10	25.09.2024
72,00,000

14. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2024 as the Company does not have any subsidiary or associate or joint venture companies.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under report, none of the companies have become or ceased to be an associate/ subsidiary/ joint venture/ holding company.

MANAGEMENT

16. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 (“the Act”) as recommended by the Nomination and Remuneration committee and approved by the Board of Directors.

Our Company has placed the policy on the Company website and the weblink is https://www.holmarc.com/pdf/ Nomination_and_Remuneration_Policy.pdf.

17. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted as follows:

Sl. No.	DIN	Directors Name	Date of Original Appointment	Designation	Date of Appointment to the Current Designation
1	00409364	Jolly Cyriac	11/02/1993	Managing Director	01/02/2022
2	00409402	Ishach Sainuddin	11/02/1993	Whole-Time Director and CFO	Whole-time Director-01/02/2022 CFO- 28/05/2024

3	09723618	Jaya Jolly	26/09/2022	Whole-Time Director	26/09/2022
4	07622598	Gopala Kurup Unnikrishna Kurup	17/08/2021	Whole-Time Director	17/08/2021
5	09257206	Jayagosh Unni Srambikkal	17/08/2021	Whole-Time Director	17/08/2021
6	09257141	Vellachalil Ramakrishnan Sanjaykumar	02/12/2021	Whole-Time Director	01/02/2022
7	09257188	Abdul Rasheed Aledath Kochunni	02/12/2021	Whole-Time Director	01/02/2022
8	09257264	Jim Jose Punnackal Josey	02/12/2021	Whole-Time Director	01/02/2022
9	09257355	Lijo George	02/12/2021	Whole-Time Director	01/02/2022
10	09257403	Pottekkattu Muhammed Muhammed Shafi	02/12/2021	Whole-Time Director	01/02/2022
11	02602190	Sajeev Plavita Gopinathan Nair	30/05/2023	Independent Director	30/05/2023
12	07402596	Reji Zachariah	30/05/2023	Independent Director	30/05/2023
13	09751547	Ananthavally Raghavan Satheesh	30/05/2023	Independent Director	30/05/2023
15	07459768	Tracy Tulassne Caesar	30/05/2023	Independent Director	30/05/2023
15	10132996	Anju Poulose	30/05/2023	Independent Director	30/05/2023

The Board is of the opinion that during the year all Directors including the Independent Directors of the Company

possess requisite qualifications, integrity, expertise and experience (including proficiency) in their respective fields.

Changes during the year

The following changes in the constitution of Board of Directors during the year under report were in compliance with

the provisions of the Act:

i. The Independent Directors, Mr. Sajeev Plavita Gopinathan Nair, Mr. Ananthavally Raghavan Satheesh, Mr. Reji Zachariah, Ms. Tracy Tulassne Caesar and Ms. Anju Poulose Maliyakkal were appointed during the period under review on 30th May, 2023, by the shareholders in the Annual General Meeting held on the date.

ii. Mr. Ishach Sainuddin was re-appointed as the Chief Financial Officer on 28th May 2024 as his tenure expired on 31st January 2024. He was re-appointed by the Board of Directors upon recommendation of Nomination and Remuneration committee and approval of audit committee.

iii. During the year under report, Mr. Jim Jose Punnackal Josey (DIN: 09257264) and Mr. Lijo George (DIN: 09257355), who retired at the Annual General Meeting held on 30th May, 2023 were re-appointed by the shareholders.

To be proposed in the Ensuing AGM

i. Mr. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403) and Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN:09257141) are liable to retire by rotation at the ensuing Annual General Meeting and has offered themselves

for re-appointment.

ii. The tenure of appointment of the following Directors shall expire on 31st January 2025 and therefore, the Board recommends their re-appointment as per the terms and conditions as detailed in the Notice of Annual General Meeting and the Explanatory statement annexed thereto:

1. Jolly Cyriac (DIN: 00409364)

2. Ishach Sainuddin (DIN: 00409402)

3. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141)

4. Abdul Rasheed Aledath Kochunni (DIN: 09257188)

5. Jim Jose Punnackal Josey (DIN: 09257264)

6. Lijo George (DIN: 09257355)

7. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403)

iii. It is proposed to revise the remuneration and perquisites payable to all the Executive Directors and to include in the terms of payment of remuneration, an Annual Increment which will be effective from 1st April of each year upto a limit specified as set out in the resolutions proposed in the AGM Notice. Upon approval of the shareholders, the said revision may take effect from 01st September 2024

18. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The disclosure with reference to the particulars of the ratio of remuneration of each director to the median employee’s remuneration in accordance with Section 197 (12) of the Act and other particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure 1.

19. INDEPENDENT DIRECTORS:

During the reporting period, our Company was required to appoint Independent Directors under Section 149 (4) of Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company appointed following 5 (five) Independent Directors in the Annual General Meeting held on 30th May, 2023:

Sl.No Name of the Director and DIN	Justification for appointment
1 Ananthavally Raghavan	He holds Degree of Bachelor of Science from University of Kerala, Bachelor of
Satheesh	Technology (Electrical) from University of Kerala and Diploma as Member from
(DIN:09751547)	The Institution of Engineers (India). He is the President of Kerala High Tension and Extra High Tension Industrial Electricity Consumers’ Association (Kerala HT&EHT Association) which is the representative body of all EHT Industries and Major HT Industries in Kerala. He is also a member of Kerala State Advisory Committee of KSERC for the last 7 years. He is also a member of Kerala State Electricity Supply Code Review Panel, Kerala State Technical Committee for the Reforms in Technical Standards in Power Sector, Kerala State Productivity Council Governing Body and Board of Studies Member in MBA Energy Management at Kerala University of Fisheries and Ocean Studies (KUFOS). He was also the Sr. Associate Vice President of Carborundum Universal Limited, Group Company in Murugappa Group with a total experience of 33 years

2	Reji Zachariah (DIN:07402596)	He holds Degree of Bachelor Technology (Civil) from Mahatma Gandhi University and Master of Science by Research from Indian Institute of Technology, Madras. He is a Civil Engineer. He is the Chief Executive Officer of Xbuild Software, Kochi and S&R consultants, Kochi. He has completed more than 1500 projects in the field of Structural & Geotechncial designing, detailing of Industrial, Commercial and residential buildings in the last 30 years and has been managing more than 100 ongoing projects presently. He has provided Geotechnical consulting for about 60 projects per month for the last 15 years. His area of experience includes Structural designing and detailing, Construction Management, Geotechnical consultancy, Engineering software development etc. He is the President of Structural and Geotechnical consultants, Kerala. He is also an Executive Member of Indian Geotechnical Society and Executive member of GRACE.
3	Sajeev Plavita Gopinathan Nair (DIN:02602190)	He holds Degree of Bachelor of Science from Mahatma Gandhi University and Certificate of Membership and Certificate of Practice from The Institute of Chartered Accountants of India. He is a Practising Chartered Accountant having more than 20 years of experience in Audit, Consultancy and Taxation. He was the co-opted member of the Committee for Capacity Building of CA Firms and Small & Medium Practitioners (CCBCAF & SMP) of the Institute of Chartered Accountants of India for the year 2010-11. He was the Chairman of The Ernakulam Branch of the SIRC of The Institute of Chartered Accountants of India (ICAI) during 2008-09.
4	Tracy Tulassne Caesar (DIN:07459768)	She is the Associate Member of The Institute of Company Secretaries of India and having more than 14 years of industrial experience in handling secretarial and legal compliance. Her experience spreads across procedural and advisory services on Company law matters, Capital Issues, due diligence, Corporate Governance, NBFC compliance, SEBI matters and Public Issue of Securities.
5	Anju Poulose (DIN:10132996)	She is the Associate (with COP) member of The Institute of Chartered Accountants of India. She has also completed Certificate Course on Business Responsibility and Sustainability Reporting (BRSR) from The Institute of Chartered Accountants of India and Certified Fraud Examiner Course from Association of Certified Fraud Examiners and Certificate Course on Concurrent Audit of Banks from The Institute of Chartered Accountants of India and Certified Sarbanes Oxley Expert (CSOE) from Sarbanes Oxley Compliance Professionals Association (SOXCPA). She is having more than 13 years of vast exposure working with various industries like IT, Hospitality, Food, Beverages, Manufacturing, Healthcare, Retail, Pharmaceuticals, Government Public Sector, Banking, Telecom etc.

The Company has received declarations from the appointed Independent Directors that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Independent Directors adopted by the Company.

Familiarisation Programme for Independent Directors

The Company had conducted a Programme for Familiarization of Independent Directors on 12th June 2023 with regard to their roles, rights, responsibilities and all other information about the Company and the industry in which it is operated.

20. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC.

The Nomination and Remuneration Committee has formulated a Performance Evaluation Policy of the Board for the purpose of evaluation of the individual Directors, the Board as a whole and the Board committees, which is available in the website of the Company in the web address https://holmarc.com/corporate_governance.php#:~:text=Board%20 Evaluation%20Policy.

Pursuant to the provisions of the Companies Act, 2013, a formal evaluation of the performance of the Board, its

Committees and the Individual Directors was done during the period under report.

The Independent Directors, in their separate meeting held on 19/03/2024:

(a) reviewed the performance of non-independent directors and the Board as a whole;

(b) reviewed the performance of Board committees;

(c) reviewed the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(d) assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation was carried out using individual questionnaires regarding the performance of each director, chairman, the Board and the committees, which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. Upon collation of responses from Individual Directors, the Independent Directors reported the findings to the Nomination and Remuneration committee and to the chairman of the Company independently.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that :

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 period 2023-24.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting 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.

iv. The directors had prepared the annual accounts on a going concern basis;

v. 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.

6. 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.

22. COMMITTEES OF THE BOARD

The Company was required to constitute committees as envisaged under various provisions of the Companies Act, 2013 and the Rules made thereunder. The constitution of the said committees are given below:

i. Audit Committee
Sl No.	Name of the Member	Designation
01	Sajeev Plavita Gopinathan Nair (DIN: 02602190)	Chairman
02	Anju Poulose Maliyakkal (DIN: 10132996)	Member
03	Gopala Kurup Unnikrishna Kurup (DIN: 07622598)	Member

During the year under review, there has been no instance where the recommendations of the Audit Committee have

not been accepted by the Board. ii. Nomination and Remuneration Committee
Sl No.	Name of the Member	Designation
01	Ananthavally Raghavan Satheesh (DIN: 09751547)	Chairman
02	Reji Zachariah (DIN: 07402596)	Member
03 Tracy Tulassne Caesar (DIN: 07459768) iii. Stakeholders Relationship Committee		Member
Sl No.	Name of the Member	Designation
01	Tracy Tulassne Caesar (DIN: 07459768)	Chairman
02	Mr. Ishach Sainuddin (DIN: 00409402)	Member
03	Mr. Jayaghosh Unni Srambikkal (DIN: 09257206)	Member

MEETINGS

23. NUMBER OF MEETINGS OF THE BOARD:

The Board met Nine (9) times during the period under					review. The respective attendance of directors in the meeting
was as follows;
Sl.	Name of	11/04/	29/04/	23/05/	12/06/	02/08/	04/08/	11/09/	13/11/	04/03/
No.	Director	23	23	23	23	23	23	23	23	24
1	Jolly Cyriac	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
2	Ishach Sainuddin	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
3	Gopala Kurup Unnikrishna	Yes	Yes	Yes	Yes	No	No	Yes	Yes	Yes
	Kurup
4	Jayagosh Unni Srambikkal	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
5	Vellachalil Ramakrishnan Sanjaykumar	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
6	Abdul Rasheed Aledath Kochunni	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
7	Jim Jose Punnackal Josey	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
8	Lijo George	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

9	Pottekkattu Muhammed Muhammed shafi	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	No
10	Jaya Jolly	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
11	Sajeev Plavita Gopinathan Nair	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	No
12	Reji Zachariah	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
13	Ananthavally Raghavan Satheesh	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
14	Tracy Tulassne Caesar	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
15	Anju Poulose	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes

The board has not contravened the provisions of Companies Act, 2013 regarding the minimum number of meetings in a financial year and the maximum intervening gap of 120 days between two consecutive meetings.

24. MEETINGS OF THE BOARD COMMITTEES:

		Date of meetings held during the FY 2023-24
Sl. No.	Name of Director	11/09/23	02/11/23	23/02/24
Audit Committee
1	Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes
2	Anju Poulose Maliyakkal	Yes	Yes	Yes
3	Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes
Nomination and Remuneration committee
		11/09/23	23/02/24
1	Ananthavally Raghavan Satheesh	Yes	Yes
2	Reji Zachariah	Yes	Yes
3	Tracy Tulassne Caesar	Yes	Yes
Stakeholders Relationship Committee
23/02/24
1	Tracy Tulassne Caesar	Yes
2	Mr. Ishach Sainuddin	Yes
3	Mr. Jayaghosh Unni Srambikkal	Yes

25. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under report on 19/03/2024 and all the Independent Directors attended the meeting.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report in page no. 27.

27. AUDITORS

i. Statutory Auditors

The Shareholders appointed M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) as the Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder in the Annual General Meeting held on 30th May, 2023. M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) shall hold office until the conclusion of 36th Annual General Meeting.

ii. Secretarial Auditor

The Board of Directors at its meeting held on 13th November, 2023 have appointed SVJS and Associates, Cochin (Practicing Company Secretaries) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure 2 to this report.

iii. Internal Auditor

The Board of Directors, at its meeting held on 13th November, 2023 have appointed M/s. Joseph & Co. (Firm Registration No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake an Internal audit of the Company for the Financial Year 2023-24.

28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE—

i. The Statutory Auditor has issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2024. The Auditors’ Report for the Financial Year ended 31st March, 2024 has no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report.

ii. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following:

The Chief Financial Officer (CFO) of the Company has vacated his office on 30/01/2024. But no disclosure has been made to stock exchange regarding vacation of the office of CFO, as required under Schedule III Part A (A) (7) read with Regulation 30 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management’s Reply to the observation - Pursuant to Regulation 30 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule III Part A (7), any change in KMP is to be intimated to the stock exchange. However, there was no resignation or change in KMP (Chief Financial Officer).

29. REPORT OF FRAUD BY THE AUDITORS

During the year under review, no fraud has occurred or was noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

30. DEPOSITS

The Company has not invited /accepted any deposits from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There were no outstanding deposits during the period under report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company has not given any loan or given any guarantee or provided security in connection with any loan to any person or body corporate during the period under review as envisaged under Section 186 of the Companies Act, 2013. There were no outstanding loans, Guarantees or investments as on date.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with Related Parties in Form AOC 2 as referred to in sub-section (2) of Section 188 of the Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rules, 2014 is attached as Annexure 3 to this report.

None of the transactions with any of the related parties, during the year under report exceeds the threshold specified under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 and hence approval of shareholders was not required.

33. CORPORATE SOCIAL RESPONSIBILITY:

The provisions as mentioned in Section 135 of the Companies Act, 2013 are not applicable to the Company.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption, for the financial year ended 31/03/2024 is attached herewith as Annexure 4 to this report.

The foreign exchange earnings during the year under review is Rs. 670.83 lakhs and foreign exchange outgo during the year is Rs. 222.88 lakhs.

35. RISK MANAGEMENT:

Pursuant Section 134(3)(n) of the Act, the Company has in place an in-house Risk Management procedure which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. Major risks identified are addressed and monitored by the Board of Directors of the Company.

36. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a vigil mechanism for directors and employees to report their genuine concerns. The Company has devised whistle blower policy which has been published in our website. The weblink to the policy is Corporate Governance (holmarc.com).

There were no instances of reporting under the Whistle Blower.

37. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS /COURTS/ TRIBUNAL:

During the year under report, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status or operations of the Company in future.

38. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company’s website and the Annual Return for the Financial year 2023-24 shall be placed at company’s website in the web link https://holmarc.com/announcements.php.

39. ESTABLISHMENT OF CORPORATE OFFICE

During the year under report Company has established its Corporate office in the following address with effect from 01/01/2024:

Door No. 37/386, Manath Tower, Opp. Kalamassery Police Station, Changampuzha Nagar PO, Ernakulam District, Kerala - 682033

The Books of accounts of the Company are maintained at the Corporate Office of the Company with effect from 01/01/2024.

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

The Company is committed in providing and promoting a safe and healthy work environment for all its employees. Your Company has formed an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under report no complaints were received or disposed off as envisaged under Sexual Harassment of Women at Workplace (Prevention & Redressal) Act, 2013.

41. FRAUD REPORTING:

Your Company has not entered into transactions which are fraudulent, illegal or violative of the Company’s Code of Conduct. During the period under review no frauds have occurred in the Company and no frauds were reported by the Auditors of the Company.

42. CORPORATE GOVERNANCE

Your company strives to provide utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. However, the Company is not obligated to comply with provisions of Corporate Governance as per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings.

44. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The disclosure as to whether the maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to your Company.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

Not Applicable

45. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. Audit Committee periodically reviews the adequacy of Internal Financial controls.

48. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at https://www.holmarc.com/corporate_governance.php.

49. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, clients, members and other service providers during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.

---

Mar 31, 2023

The Directors have pleasure in presenting you the 31^st Annual Report along with the audited financial statements and report of the Auditors for the year ended 31^st March 2023.

1. Financial Summary:

(Amount in Rs. ''00,000)
	31st March,2023	31st March,2022
Total Revenue	2918.44	2117.84
Total Expenditure	2510.80	1896.59
Profit / (Loss) before Tax	407.65	221.25
Tax Expense
Current Tax	107.32	69.34
Deferred Tax	18.03	(3.29)
Profit / (Loss) after Tax	356.14	155.19

2. State of Company''s Affairs:

Your Company has been showing a phenomenal growth in its business operations, registering steady rise in its profits. We booked 27.36 crores worth purchase orders during the financial year 2022-23. During the FY 2021-22, the purchase orders received was worth 22.09 crores. There was an increase of 23.85% in order booking. The Company has earned a total revenue of Rs. 2918.44 (Amount in''00,000) during the current year as compared to Rs. 2117.84 (Amount in''00,000) earned in the previous year. The revenue growth is 37.83%. We are seeing three reasons for this increase. The first reason is that during 202122, there was covid restrictions in Kerala during April to June. Our functioning was not normal during those days. We estimate that that there was 8% production loss during FY 2021-22 due to covid. This is evident from the fact that our sales during the period is 8% lower than the purchase orders booked. There was no production loss during 2022-23. Secondly, we have made capital investments worth 1.7 crores in production machineries during the last quarter of 2020-21. This resulted in increased production capacity which we could fully utilize during FY 2022-23. In addition to the increased production capacity due to the addition of machineries, we introduced second shift for selected production machineries during FY 2022-23 and increased staff strength in production accordingly.

The total expenditure for the period ended 31.03.2023 is Rs. 2510.80 (Amount in''00,000) as compared to Rs. 1896.59 (Amount in''00,000) spent during the previous year.

During the financial year, we have increased our staff strength to 260 (as of March 31, 2023) from 216 (As of March 31, 2022). The increase in staff strength is 20%. Number of trainees remained 35, almost same during these two periods (FY 2021-22 and FY 2022-23). Our sales and production increased almost 38% in rupee terms while our staff strength increased 20%. The 18% difference can be attributed to 8% loss of production due to covid and 6% average product price increase due to general inflation. Balance 4% is the result productivity increase. It has been obtained by the capital expenditure made in automated machines as well as training given to our production staff.

We are happy that our productivity increase target has been nearly met during the financial year 2022-23. (Our target was 5% year on year). The result of this productivity increase can be seen in our financials for FY 202-23 as increase in gross profit.

We hope to maintain our productivity increase target of 5% year on year in coming years as well. Your Company has made a profit after tax of Rs. 356.14 (Amount in''00,000) for the financial year ended 31.03.2023.

3. Future Outlook

During the financial year 2022-23, Holmarc''s research and development activities were vibrant and in full swing. We could complete the development of the below listed nine major products. We are expecting commercial results for these developments in the coming years.

a) Digital In-line Holography microscope (Horizontal configuration)

This system is developed for McGill University, Canada, for tracking the particles from nanometer to several microns in air and liquid and to determine their velocity in 3D. The software helps to create 3D video from a recorded 2D interference video.

b) Inverted Fluorescence Microscope (Research grade)

This fully automated inverted fluorescence microscope is developed for BITS-Goa and Rathinam College- Coimbatore. This microscope is suitable for laser scanning, diagnostic microbiology, microbial ecology, and multichannel fluorescence applications.

c) Triboelectric Measurement System

Triboelectric measurement system is used to provide cyclical impact on a piezoelectric sample for its characterization. The frequency and the force can be set using the front panel LCD and buttons. The force inducer plate is made of electrically insulating material. It is used for characterization of piezo-electric properties of materials

We developOed and supplied the above system to Raja Ramanna Centre for Advanced Technology (RRCAT), Indore and National Institute for Interdisciplinary Science and Technology (NIIST), Trivandrum.

d) Quantum Efficiency and Spectral Response Measurement System

Quantum Efficiency and Spectral Response Measurement System is used to characterize the sensitivity and efficiency of solar cells and photodiodes. We upgraded our existing system with capability to measure both External Quantum Efficiency (EQE) and Internal Quantum Efficient (IQE) of solar cells and photodiodes in infrared region of the solar light spectrum. The system is used for Characterization of solar cells and photodetectors. We supplied the above system to Institute of Plasma Research (IPR) Ahmedabad.

e) Three Sun Solar Simulator (100mm Diameter)

This product has been developed for Department of Chemistry

Indian Institute of Technology Bombay, Powai, Mumbai 400076. The main objective of solar simulation technology is to produce illumination approximating natural sunlight in order to provide a controllable indoor test facility under laboratory conditions.. Solar simulators are used in a wide range of research areas including photobiology, photo-oxidation, photodegradation, photovoltaics, and photocatalysis.

f) Automated Spectrometer with Motorized slit

This product has been developed for Spectroscopy Diagnostics Section, Institute for Plasma Research, Gandhinagar. It is used for obtaining high resolution spectrograph for ADITYA-U Tokamakplasma spectral broadening measurements and studies. This triple grating spectrometer is designed for high-resolution spectroscopy, featuring a fully automated system with a dual output port, motorized slit, external triggering, and remote spectral capturing. It enables fast, automated, and continuous scanning over a broad spectral range.

g) Magnet Lab High Tesla Electromagnet

This is a high magnetic field PC controlled electromagnet that can provide fields above 3.27 Tesla @ 5 mm field gap. It is designed to meet industrial, educational, and research needs of very high, uniform field strengths in a wide range of air gaps. This product has been developed against a purchase order from Indian Institute of Science, Bangalore-560012.

h) Magnetic Tweezers set-up

The Magnetic Tweezer apparatus developed by HOLMARC is based on a simple inverted microscope, a set of strong NdFeB Permanent Magnet mounted on motorized translation and rotation stages and a PC computer which drives the motion of the magnets and performs video acquisition and bead tracking. The product has been supplied and installed at School of Biological Sciences, IIT Delhi.

i) Laser Beam Induced Current (LBIC) Measurement System

This system is designed for LBIC and photoluminescence mapping of Perovskite-based solar cells. It features a three-layer system that operates at 405nm, 532nm, and 655nm wavelengths, allowing for qualitative analysis of the solar cells. The product has been developed against a firm purchase order received from Department of Energy Science and Engineering, Indian Institute of Technology, Bombay

j) Infrastructure up gradation- Automated Physical Vapor Deposition System.

As mentioned earlier, we have made capital investments in machineries during the last quarter of 2021. The machineries included Automated Physical vapor deposition (PVD) systems in addition to three standard CNC machines. It was during the financial year 202223, we have completed many of the development process using the newly acquired PVD machine. We trained four qualified operators as well during the period.

PVD systems are used for metallic and dielectric thin film coatings on glass substrates. The end products are mirrors, beam splitters, filters etc. The system is also used for creating anti-reflection coatings on lenses.

We hope, commercial results for these efforts will follow in the coming years.

Sales and Production Target for 2023-24

Our organic growth is expected to be only in the range of 10-15% for FY2023-24 without infusion of external capital. With the planned capital infusion for working capital as well as for production machines, we are targeting 40% increase in production and sales during FY 2023-24. Our revenue target for the period is Rs. 40 crores. For the financial year 2024-25, we hope to achieve sales turnover of 60 crores by scaling up production of some of our standard products. As a capital starved and growth suppressed company for many years, we hope fresh infusion of capital will help us to a leap forward with 50% revenue growth for FY 2024-25 to reach our target of Rs. 60 crores sales turn over in the field of laboratory instruments. Please note that total market size for laboratory instruments and equipments in India is around Rs. 15000 crores. _>

Products chosen for finished goods inventory

We have identified optical microscopes and spectrophotometers as products to be manufactured in batch quantity to be kept as finished goods inventory (Produce and sell mode). Please note that we are operating mostly in "sell and produce mode "at present. Though we have standardized hundreds of products, we start manufacturing after receiving firm purchase orders. This just in time manufacturing mode can result , in loss of opportunities as many customers cannot wait for manufacturing lead time. To increase production and sales for the current financial year, we have decided to keep selected models of microscopes and spectro-photometers in stock for immediate dispatch. This is how we hope to achieve our 40% growth target for the current financial year.

Capital Expenditure planned for 2023-24

We are planning to make investment of approximately Rs. 2.5 crores in the financial year 2023-24 for machines and equipment to enhance production capacity as well as productivity. For keeping finished goods stock, we are planning to infuse another Rs. 2.5 crores into our working capital. With these capital investments, we hope we will reach our Rs.40 crores revenue target for the financial year 2023-24.

Our dream is to become a major player in the field of laboratory instruments in India and abroad by the year 2030 by maintaining more than 35% growth year on year. The profit we generate each year is not enough to attain this desired growth. Our company has technology, infrastructure, trained man power, products and market. With additional capital infusion, we are convinced that the desired business growth can be attained and maintained in the long run. During the financial year 2022-23, after much deliberation, we took a final call in this matter. We decided to raise capital from SME capital market by equity dilution. We hope the process can be completed by August 2023. Our target is to raise 11.8 crores by dilution of 28% equity.

4. Share capital:

The Authorised Share Capital of the Company as on 31.03.2023 is Rs. 12,00,00,000/-(Rupees Twelve Crores only) consisting of 1,20,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up capital of the Company is Rs. 7,20,00,000/- (Rupees Seven Crore Twenty Lakhs only) consisting of 72,00,000 equity shares of Rs. 10/- each.

The authorized share capital of the Company was increased from Rs. 2,000,000/- divided into 200,000 equity shares of Rs.10/- each to Rs. 120,000,000/- divided into 12,000,000 equity shares of Rs.10/- each ranking pari-passu with the existing shares in the Annual General Meeting of the Company held on 26.09.2022.

Your Company has issued 70,00,000 equity shares as Bonus Shares on 27.02.2023 to its shareholders pursuant to the resolution passed in Extra-ordinary General Meeting held on 23.12.2022 there by increasing the paid up share capital to Rs. 7,20,00,000/-.

5. Transfer To Reserve:

The Company has not transferred any amount to its reserves during the year.

6. Dividend:

Your directors have recommended a final dividend of 100% of the face value of the shares for the financial year 2021-22 in the Annual General Meeting held on 26.09.2022.

The Board of Directors of your Company had declared and paid to the Shareholders an Interim Dividend amounting to Rs. 21,60,000/- (Rupees Twenty One Lakh Sixty Thousand only) on 29.04.2023.

There were no outstanding amounts that were required to be transferred to Investor Education and Protection Fund (IEPF).

7. Admission of Equity Shares of the Company with Central Depository Services (Indian Limited

The equity shares of the Company have been admitted for Demat with the Central Depository Services (India) Limited (CDSL) as per Rule 9A to the Companies (Prospectus and Allotment of Securities) Rules 2014. The International Security Identification Number (ISIN) allotted to the equity shares of the Company by CDSL is INE0LXA01019.

8. Details of 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 report:

No Material changes and commitments that affects the financial position of the company have occurred between the end of financial year of the Company to which the report relates and the date of the report other than those mentioned in the Report.

9. Significant or Material Orders Passed by Regulators /Courts/ Tribunal:

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status or operations of the Company in future.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemic on the business, turnover, profitability and liquidity position at all levels and will be taking all necessary steps in line with various directives issued by the Government and Regulatory Authorities from time to time.

Id-Composition of the Board of Directors:

The Board of Directors of the Company comprises of the following directors which are listed as below:

SI. No.	_____» ¦ —i Directors Name	DIN	Designation
1.	Jolly Cyriac	00409364	Managing Director
2.	Ishach Sainuddin	00409402	Whole-Time Director
3.	Gopala Kurup Unnikrishna Kurup	07622598	Whole-Time Director
4.	Vellachalil Ramakrishnan Sanjaykumar	09257141	Whole-Time Director
5.	Abdul Rasheed Aledath Kochunni	09257188	Whole-Time Director
6.	Jayagosh Unni Srambikkal	09257206	Whole-Time Director
7.	Jim Jose Punnackal Josey	09257264	Whole-Time Director
8.	Lijo George	09257355	Whole-Time Director
9.	Pottekkattu Muhammed Muhammedshafi	09257403	Whole-Time Director

10.

Jaya Jolly

09723618

Whole-Time Director

Smt. Jaya Jolly (09723618) was appointed as the Whole-time Director of the Company in the Annual General Meeting held on 26/09/2022. Sri. Ishach Sainuddin has been appointed as the Chief Financial Officer of the Company with effect from 31/01/2023.

Sri. Jim Jose Punnackal Josey (09257264) and Sri. Lijo George (09257355) retires at the ensuing Annual General Meeting and have offered themselves for re-appointment.

Ms. Parvathy V was appointed as Company Secretary of the Company on 29.09.2022.

Your Company was not required to constitute any committees as envisaged under various provisions of the Companies Act, 2013 and Rules made there under.

ll.Number of meetings of the Board:

The Board met eight (8) times during the period under review on 10/05/2022, 17/08/2022, 29/08/2022, 29/09/2022, 01/12/2022, 31/01/2023, 27/02/2023 and 24/03/2023. The respective attendance of directors in the meeting was as follows:

12. Directors'' Responsibility Statement: •

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 period 2022-23.

jjj) The directors had taken proper and sufficient care for the maintenance of adequate accounting 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.

iv) The directors had prepared the annual accounts on a going concern basis;

v) 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.

13. Declaration by Independent Directors:

During the reporting period your Company was not required to appoint Independent Directors under Section 149 (4) of Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Company proposes to appoint 5 (five) Independent Directors in the ensuing Annual General Meeting to the Board of Directors of the Company. The Company has received declarations from the proposed appointees pursuant to the provisions of Section 149 of the Companies Act, 2013 and Rules made thereunder.

^-Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. • - J,

The Extract of the Annual Return in Form MGT 9 is not attached to this Report as the same has been dispensed with vide amendment to Rule 12 of the Companies (Management and Administration Rules) 2014 dated 05th March, 2021. The Annual Return in Form MGT 7 shall be physically accessible at the Registered Office of the Company on request during the working hours of the Company upon its filing with the ROC after the Annual General Meeting.

16. Particulars of Employees:

The provisions as envisaged under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to your Company. Hence the disclosure with reference to the particulars of employees is not attached to this report.

17. Particulars of loans, guarantees or investments under section 186:

Your Company has not given any loan or given any guarantee or provided security in connection with any loan to any person or body corporate during the period under review as envisaged under Section 186 of the Companies Act, 2013. The detail of investments is provided in Note 12 to the financial statements which are as follows:

SI.No	Name	Type of Investment	Investment Amount (in Rs.)
1	KSFE Ltd.	Other Investments	29,72,460/-

1 R-Hptails of Associate Companies/ Subsidiary Companies/ Joint Ventures

As on 31.03.2023 your Company has no associate Companies, Subsidiaries or joint ventures. No other companies have become or ceased to be associates or subsidiaries or joint ventures of the Company during the year under review.

l9.Statutorv Auditors:

M/s. Joseph and Co, Chartered Accountants, was appointed for a term of 5 years in the Annual General Meeting of the Company held on 30.09.2019. M/s. Joseph and Co, Chartered Accountants resigned as Statutory Auditors with effect from 30.11.2022. ine Board of Directors then appointed M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) as the Statutory Auditors of the Company in the casual vacancy caused due to resignation of the erstwhile auditors M/s. Joseph and Co. Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) holds office upto the ensuing Annual General Meeting. M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) has expressed their willingness to be appointed as Statutory Auditors of the Company and have submitted their consent cum certificate as per the provisions of the Companies Act, 2013. Your Board proposes to

appoint them for a period of 5 years in the ensuing Annual General Meeting on such remuneration as may be decided by the Board in consultation with the Auditors.

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report.

20. Particulars of contracts or arrangements made with Related_Parties:

The particulars of contracts or arrangements with Related Parties in Form AOC 2 as referred to in sub-section (2) of Section 188 of the Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rules, 2014 is attached to this report.

21. Conservation of Energy, technology absorption, foreign exchange earnings arid outgo:

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, for the financial year ended 31.03.2023 is given below:

i. Conservation of Energy: Your Company is committed to conserve energy in all its operations. Your Company has been looking forward to utilize alternate sources of energy. During the period under review no capital investments on energy conservation equipments have been made.

ii. Technology Absorption: Your Company has an in house team as also equipments for carrying out various activities at its facilities as well as in the activities connected with expansion programmes that the Company undertakes. There is a continuous process of research to optimize the engineering for these projects with the intention of improving efficiencies and reducing costs of the equipments and operations. The Company also aims to improve efficiencies in its activities so as to reduce the time taken and costs. In this process the Company also intends to adopt technologies which would contribute towards improvement of efficiencies. During the period no separate expenditure has been incurred as to research and development.

iii. Foreign Exchange Earnings and outgo: The foreign exchange earnings during the year under review is Rs. 510.07 lakhs and foreign exchange outgo during the year is Rs. 162.45 lakhs.

CONSERVATION OF ENERGY___			P )
The steps taken or impact on conservation of enerqv *	NA
The steps taken by the company for utilising alternate sources of enerqy	NA	fit H*
The capital investment on energy conservation eauiDment	NA —	—
TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	The Company''s Department of Research and Development has developed following

	new instruments in association with Educational/Research Institutions in India: 1) A rubbing machine using the technical knowhow of University of Hyderabad. 2) Roundness Tester with the technical knowhow of Amrita Vishwa Vidyapeethom, Kollam. 3) An Industrial Grade Electrospinning Machine which is being used by Sastra University, Thanjavoor for developing pharmaceutical fabrics. 4) An Electro Hydrogen Leak Detector with the technical knowhow of National Institute For Interdisciplinary Science and Technology (NIIST)
The benefits derived like product improvement, cost reduction, product development or import substitution	Rubbing machine and Industrial Grade Electrospinning Machine - Product Development and Import Substitute.
The details of technology imported	NA

22. CorPorate Social Responsibility:

The provisions as mentioned in Section 135 of the Companies Act, 2013 are not applicable to the Company.

23. Risk Management;

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve business objectives. The risks to which the Company is exposed are both external and internal. Your Company has an in-house Risk Management procedure wherein all material risks faced by the Company are identified and assessed. Major risks identified are addressed and monitored by the Board of Directors of the Company. ‘ _%

24. Deposits:

The Company has not accepted or invited any deposits as per Companies Act, 2013 during the financial year and no amount has remained unpaid or unclaimed as at the end of the financial year.

25. Disclosure under Sexual Harassment of Women at Workplace—(Prevention^

Prohibition and Redressal) Act,2013:

The Company is committed in providing and promoting a safe and healthy work environment for all its employees. During the period under review no complaints were received or disposed off as envisaged under Sexual Harassment of Women at Workplace (Prevention & Redressal) Act, 2013.

26. Fraud Reporting:

Your Company has not entered into transactions which are fraudulent, illegal or violative of the Company''s Code of Conduct. During the period under review no frauds have occurred in the Company and no frauds were reported by the Auditors of the Company.

27. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings.

28. Disclosure of Maintenance of Cost Records:

The disclosure as to whether the maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to your Company.

29.Other disclosures:

a) There was no change in the nature of business during the financial year.

b) There were no deposits which were not in compliance with requirements of Chapter V of the Companies Act, 2013.

c) The Company has adequate internal financial controls to commensurate the business.

d) The provision with respect to Secretarial Audit is not applicable.

30. Acknowledgement:

Your Directors express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, clients and members during the year und(?r review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.