Directors Report of Silver Touch Technologies Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Thirty-First (31^st) Annual Report of the Company,
along with the Audited Standalone and Consolidated Financial Statements for the Financial Year
ended 31^st March, 2025 outlining the performance, key developments, and strategic initiatives
undertaken by the Company during the year under review.

FINANCIAL HIGHLIGHTS

Your Company''s Financial highlights for the year ended 31^st March, 2025 as follows:

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	26,663.16	20,676.58	28,838.01	22,430.29
Other Income	305.29	248.45	332.69	297.43
Total Income	26,968.44	20,925.03	29,170.71	22,727.73
EBITDA (Earnings before interest tax depreciation Amortization)	3,962.58	2,629.82	4,084.35	2,797.04
Finance Cost	365.97	143.98	387.13	147.44
Depreciation, Amortization, Impairment	555.14	356.70	705.03	496.95
Profit (Loss) before tax	3,041.47	2,129.14	2,992.19	2,152.64
Tax Expense	711.00	560.00	711.00	560.00
Current Tax	41.42	(22.55)	41.39	(22.55)
Deferred Tax	20.23	8.95	20.23	8.95
Net Profit After Tax	2,268.82	1,582.73	2,219.57	1,606.24
Paid-up Equity Share Capital	1,268.10	1,268.10	1,268.10	1,268.10
Basic Earnings per Equity Share (in '')	17.89	12.48	17.50	12.67
Reserves	11,812.17	9,633.37	12,102.67	10,019.41

The financial statements have been prepared in accordance with the applicable provisions of the
Companies Act, 2013 and the Indian Accounting Standards (Ind AS) as prescribed under Section 133
of the Act, read with relevant rules.

HIGHLIGHTS OF PERFORMANCE

1. REVENUE GROWTH

The company reported strong growth in revenue from operations, reflecting positive business traction
across its segments:

• Standalone revenue increased from ^20,676.58 Cr in FY24 to ^26,663.16 Cr in FY25, marking
a robust 29% year-on-year growth.

• Consolidated revenue rose to ^28,838.01 Cr from ^22,430.29 Cr, a 28.5% growth, suggesting
improved performance from subsidiaries or joint ventures as well.

2. OPERATIONAL PERFORMANCE - Strong EBITDA Growth

The company''s EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) saw significant
improvement:

• Standalone EBITDA increased by 50.7%, from ^2,629.82 Cr to ^3,962.58 Cr.

• Consolidated EBITDA grew 46.0%, reaching ^4,084.35 Cr from ^2,797.04 Cr.

3. PROFIT BEFORE TAX (PBT) AND NET PROFIT

Despite higher interest and depreciation expenses, the company maintained healthy profitability:

• Standalone PBT rose 42.9% to ^3,041.47 Cr, while Consolidated PBT was ^2,992.19 Cr, up 39%.

• Net Profit (Standalone) grew by 43.3%, from ^1,582.73 Cr to ^2,268.82 Cr.

• Net Profit (Consolidated) stood at ^2,219.57 Cr, up 38.2%.

4. OVERALL PERFORMANCE: The company has delivered exceptional financial performance in FY

2024-25, with:

• Strong double-digit growth in revenues and profits

• Significant improvement in operating margins (EBITDA)

• Enhanced returns to shareholders through rising EPS

• Continued investments visible through higher depreciation and finance costs

The rising finance costs suggest that the company is in a growth phase, possibly investing in
infrastructure, capacity expansion, or new ventures. Yet, it has managed to maintain and even improve
profitability, reflecting strong management execution and strategic clarity.

KEY FINANCIAL RATIOS (STANDALONE BASIS)

PARTICULARS	2024-25 (%)	2023-24 (%)
Debtors Turnover Ratio	3.51	3.32
Inventory Turnover Ratio	213.97	260.14
Current Ratio	1.99	3.12
Debt/Equity Ratio	0.33	0.10
Debt Service Coverage Ratio	1.08	16.80
Net Profit Margin	0.09	0.08
Return on Net worth	0.19	0.16
Net capital turnover ratio	3.25	2.58

TRANSFER TO GENERAL RESERVES

During the Year under review, no amount has been transferred to General Reserves.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business during the financial year ended March 31, 2025.

DIVIDEND

The Board of Directors, at their meeting held on Thursday, 31^st July, 2025, declared a final dividend of
Rs. 0.50 (Rupees Fifty Paisa) per equity share, representing a 5% dividend on the face value of Rs. 10
each of the Company''s fully paid-up equity capital.

The record date for determining shareholders eligible for the dividend is Tuesday, 19^th August, 2024.
The payment of the dividend is subject to the approval of the shareholders at the upcoming Annual
General Meeting to be held on Tuesday, 26^th August, 2025. Companies are obligated to deduct
applicable income taxes from dividends before payment.

The Company recommended/declared dividends as under:

PARTICULAR	DIVIDEND PER SHARE	DIVIDEND PER SHARE
	FY 2024-25	FY 2023-2024
Interim dividend	NA	NA
Final dividend (At 5 % & 5 % of Face Value of Rs. 10 per share respectively)	Rs. 0.50	Rs. 0.50
Total dividend	Rs. 0.50	Rs. 0.50

Pursuant to Section 91 & other applicable provisions of the Act and in accordance with the Regulation
42 of the Listing Regulations, the Register of Members and Share Transfer Book of the Company shall
remain closed from Wednesday, 20^th August, 2025 to Tuesday, 26^th August, 2025 (both days inclusive)
for taking record of the Members of the Company for the purpose of ensuing 31^st Annual General
Meeting.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company was not required to transfer any unpaid / unclaimed amount of dividend or any shares
to Investor Education and Protection Fund during the financial year ended March 31, 2025.

PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND
THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

Your Company had the following subsidiaries as on March 31, 2025:

1. Silver Touch Technologies Inc.

2. Silver Touch Technologies (UK) Limited

3. Silver Touch Technologies Canada Limited

4. Vision Autotests Private Limited (formerly known as Shark Identity Private Limited)

5. Silver Touch Auto Tech Private Limited

6. Ai4Pharma Tech Limited

None of the above companies ceased to be a subsidiary during the financial year ended 2024-25.
Your Company had the following Joint Venture or Associate Company as on March 31, 2025.

1. Silver Touch Technologies SAS

2. Lime Software Limited

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the
financial statements of the Company''s Subsidiaries in Form AOC-1 is enclosed as "Annexure - A" to
this report. The consolidated financial statement of the Company forms part of this annual report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate financial statements in
respect of subsidiaries, are available on the website of the Company at
https://www.silvertouch.com/investors/.

As on the financial year ended March 31, 2025, none of the subsidiaries of the Company was identified
as "material subsidiary" within the meaning of Regulation 16(1)(c) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (''SEBI Listing Regulations'').

SHARE CAPITAL

The Summary of the Share Capital during the FY 2024-2025 is given below:

Authorized Capital	Rs. 16,00,00,000/-
Issued Capital	Rs. 12,68,10,000/-
Subscribed Capital	Rs. 12,68,10,000/-
Paid- up Capital	Rs. 12,68,10,000/-

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the National Stock Exchange of India Limited (SYMBOL:
SILVERTUC) and BSE Limited (Scrip Code: 543525).

The company has fulfilled its obligation to pay the Annual listing fees for the financial year 2024-2025
to both of the Stock Exchanges.

CREDIT RATING

During the year under review, The Company has not issued any debt instruments and does not have
any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or
abroad during the financial year ended 31^st March, 2025.

However, your company has obtained Credit rating from Infomerics Valuation and Rating Private
Limited.

Rating Agency		Long Term Rating	Short Term Rating
Infomerics Valuation Rating Private Limited	and	IVR BBB	IVR A2

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

As of March 31, 2025, the Company''s Board comprised ten (10) members, including Five (05) Executive
Directors and Five (05) Independent Directors.

Comprehensive details regarding the composition of the Board and its committees, the tenure of
Directors, and other pertinent information are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report. In accordance with applicable listing regulations, the
Board has identified the core skills, expertise, and competencies deemed essential for the effective
discharge of its responsibilities in the context of the Company''s business. These key attributes are also
detailed in the Corporate Governance Report.

SR. NO.	NAME OF THE DIRECTOR	DIN	CATEGORY
1	Vipul Haridas Thakkar	00169558	Chairman and Managing Director
2	Jignesh Amratlal Patel	00170562	Whole Time Director
3	Minesh Vinodchandra Doshi	00306106	Whole Time Director
4	Palak Vinubhai Shah	00306082	Whole Time Director
5	Himanshu Jain	00454477	Whole Time Director
6	Gayatri Mukul Doctor	02012395	Independent Director
7	Piyushkumar Mithileshkumar Sinha	00484132	Independent Director
8	Apurva Bhaskar Damani	03280309	Independent Director
9	Sandeep Shah	00807162	Independent Director
10	Jignesh Ashwinbhai Shah	02786683	Independent Director

MEETINGS OF THE BOARD OF DIRECTORS

Four (4) meetings of the Board were held during Financial Year 2024-25. Details of the meetings and
attendance thereat form a part of the Corporate Governance Report.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082) retires by rotation
at the ensuing AGM and being eligible, have offered themselves for re-appointment.

Brief details of Mr. Himanshu Jain (DIN: 00454477) and Mr. Palak Vinubhai Shah (DIN: 00306082), who
are seeking re-appointment, are given in the Notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP)

Following are the KMPs of the Company in terms of Section 203 of the Act as on March 31, 2025:

NAME OF THE KEY MANAGERIAL PERSONNEL	DESIGNATION
Vipul Haridas Thakkar	Chairman and Managing Director
Paulin Vinodbhai Shah	Chief Financial Officer
Kashish Arjunbhai Purohit1	Company Secretary and Compliance Officer

During the Year under review, Mr. Vishnu Harjivanbhai Thaker, Company Secretary and Compliance
Officer of the company resigned with effect from 10^th January, 2025.

*Ms. Kashish Arjunbhai Purohit was appointed as Company Secretary and Compliance Officer of the
company with effect from 31^st January, 2025.

SENIOR MANAGEMENT

As on the date of this report, The Senior Management of the Company comprises of following
person(s):

SR. NO.	NAME OF THE PERSONNEL	DESIGNATION
1	Rachit Patel	Global Delivery Head
2	Yusuf Gandhi	Head of Digital Transformation
3	Vinod Kadia	Vice President - Infrastructure Services
4	Mihir Joshi	Senior Vice President - Business Development
5	Pankaj Kumar Jha	Vice President - E- Governance

BOARD GOVERNANCE

Board governance refers to the overall framework that defines the structure and functioning of the
Board of Directors. It encompasses key aspects such as the composition and roles of the Board,
Chairman, and individual Directors; Board diversity; criteria for independence; tenure and retirement
policies; and the formation of various Board committees. It also includes processes related to the
nomination, appointment, induction, and development of Directors, as well as their remuneration.
Additionally, it involves oversight of subsidiary performance, adherence to the code of conduct, and
continuous evaluation of Board effectiveness.

BOARD DIVERSITY

The company acknowledges the importance of board diversity and has established guidelines to
ensure a range of perspectives, including diverse thoughts, knowledge, skills, regional and industry
experience, cultural and geographical background, gender, age, ethnicity, and race. These guidelines
are aligned with applicable laws and regulations and the company''s specific business needs.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations and disclosures from its Independent Directors
under Section 149(7) and Section 184(1) of the Act stating that they meet the criteria of independence

as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing
Regulations and have disclosed their interest in the Form MBP-1. All the Directors have certified that
they are not disqualified under section 164 of the Act. The Independent Directors have complied with
the Code for Independent Directors prescribed in Schedule IV of the Act.

The Board of the Company has taken the disclosures on record after verifying the due veracity of the
same.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and
experience including the proficiency required to be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act and the SEBI Listing Regulations and are
independent of the management and have also complied with the Code for Independent Directors as
prescribed in Schedule IV of the Act. All the Independent Directors of the Company are also registered
with the databank of Independent Directors as required under the provisions of the Companies Act,
2013.

COMPLIANCE WITH CODE OF CONDUCT

All Board members and Senior Management Personnel have affirmed their compliance with the
Company''s Code of Conduct for Financial Year 2024-25.

A declaration to this effect signed by the Managing Director & CEO is included in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (''SS'') i.e., SS-1 and SS-2 issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings
respectively during the financial year ended 2024-25.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(3)(c) of the Act and based on the information provided
by the Management, the directors state that:

• in the preparation of the annual accounts, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;

• they have 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 Financial Year 2024-25 and of the profit of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and ¹

BOARD COMMITTEES

The company has established Six (6) committees in accordance with the requirements of the Act, its
associated rules, and the Listing Regulations. Detailed information regarding these committees can be
found in the corporate governance report forming part of this annual report. The following committees
were active during the Financial Year 2024-25.

Details of Committees along with their terms of reference, composition and attendance of Members
at the meeting of the Committees are provided in the Corporate Governance Report.

BOARD COMMITTEES AND NUMBER OF MEETINGS

Sr. No.	Name of Committee	Number of Meetings held during the year
1	Audit Committee	4
2	Nomination and Remuneration Committee	3
3	Stakeholders Relationship Committee	3
4	Corporate Social Responsibility Committee	2
5	Internal Complaint Committee	-
6	Tender and Finance Committee	11

The report on corporate governance provides detailed information about these meetings, including
those of other committees, their dates, and the attendance of individual directors.

COMMITTEE RECOMMENDATIONS

During the year, recommendations of all the Committees constituted by the Board were in accordance
with the Act and the same were accepted by the Board.

BOARD PROCESSES, PROCEDURES AND PRACTICES

The Company places strong emphasis on maintaining a diverse and knowledgeable Board that actively
contributes toward realizing its vision. It follows structured processes and established best practices
to ensure effective leadership and sound decision-making.

The Board''s functioning encompasses key procedural elements such as circulation of agendas,
convening of meetings, decision-making during meetings, finalization of minutes, and oversight of
Board committees. The Company consistently adheres to industry best practices in organizing and
conducting meetings of the Board and its committees.

In compliance with regulatory requirements, the Company ensures that a minimum of four Board
meetings are held annually, with the interval between any two consecutive meetings not exceeding
120 (One Hundred Twenty) days. Notices, detailed agendas, and relevant supporting materials are
circulated in advance to all Directors. In exceptional circumstances, documents may be tabled during
the meeting with the Board''s approval, enabling timely and informed deliberations.

Board meetings are designed to promote open, balanced, and constructive discussions, with the
Chairman ensuring that adequate time is allocated for the consideration of strategic matters.

The Company provides the information as set out in Regulation 17 read with Part - A of Schedule II of
the Listing Regulations, to the Board and the Board Committees to the extent it is applicable and
relevant. Such information is submitted either as a part of the agenda papers in advance of the
respective meetings by way of presentation and discussions during the Meetings. With the unanimous

consent of the Board, all Unpublished Price Sensitive Information (UPSI) is circulated to the Board at a
shorter notice before the commencement of the meeting securely.

ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND
COMMITTEES

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board undertook an annual performance evaluation
of its own functioning, that of individual Directors, including Independent Directors, as well as its
various Committees—namely the Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Internal Complaint
Committee and Tender, Investment and Finance Committee. The evaluation process, details of which
are provided in the Corporate Governance Report, was conducted using a structured questionnaire
designed separately for the Board, its Committees, the Chairman, and individual Directors.

The assessment covered key parameters such as Board effectiveness, transparency and quality of
discussions, information flow between management and Directors, Board dynamics, composition, and
Directors'' understanding of their roles and responsibilities. Committee performance was evaluated
based on their effectiveness in discharging their respective mandates. The performance of individual
Directors was also assessed through peer evaluation, focusing on their participation in deliberations,
knowledge of relevant matters, and awareness of evolving trends. The performance evaluation of the
Chairman was carried out by the Independent Directors at a separate meeting in line with the
applicable regulatory requirements.

FAMILIARIZATION PROGRAMMES

To ensure that the Board of Directors remains well-informed and actively engaged, the Company has
instituted a structured and ongoing Familiarization Programme. This programme is aimed at enhancing
Directors'' understanding of the Company''s business model, industry landscape, regulatory
environment, and strategic direction.

Upon their appointment, every Director is issued a formal letter of appointment that clearly defines
their roles, responsibilities, and expectations. The Familiarization Programme is particularly beneficial
for Independent Directors, providing them with comprehensive insights into the Company''s
operations, organizational structure, key policies, and long-term vision.

Directors are continuously updated on significant developments including operational performance,
market trends, regulatory changes, strategic initiatives, and potential risks. These interactions are
designed to facilitate a holistic understanding of the Company''s functioning and to enable informed
decision-making at the Board level.

Further, the Company ensures that all Directors are given full access to information, documents, and
management personnel as required, thereby empowering them to discharge their duties effectively.

The detailed policy on the familiarization program is available on the website at
https://www.silvertouch.com/investors/.

COMPANY''S POLICY OF APPOINTMENT OF DIRECTOR''S AND KEY MANAGERIAL
PERSONNEL

In pursuance of the Company''s policy to consider human resources as its invaluable assets, to pay
equitable remuneration to all Directors, Key Managerial Personnel (''KMP'') and employees of the

Company, to harmonize the aspirations of human resources consistent with the goals of the Company
and in terms of the provisions of the Companies Act 2013, this policy on nomination and remuneration
of Directors, Key Managerial Personnel and Senior Management has been formulated by the
Nomination and Remuneration Committee and approved by the Board of Directors.

The policy is available on the Company''s website at https://www.silvertouch.com/investors/.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing
Regulations read with all applicable law, the Company has formed Vigil Mechanism or Whistle Blower
Policy. The company has implemented a whistleblower policy to allow employees and directors to
safely and confidentially report concerns about workplace issues that negatively affect their work
environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report
their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s
Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.
During the year under review, there were no complaints received under the above mechanism nor was
any employee denied access to the Audit Committee.

The brief detail about this mechanism may be accessed on the Company''s website at the web link at
https://www.silvertouch.com/investors/.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and
the processes, technology controls are being enhanced in-line with the threat scenarios. Your
Company''s technology environment is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines to network, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in
Company''s shares by Company''s designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers Company''s obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity
of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available on the Company''s website on
https://www.silvertouch.com/investors/.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as "Annexure - B".

ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year ended 2024-25, Your Company has not accepted any deposits from the public
falling within the purview of provisions of Section 73 of the Companies Act, 2013 (''the Act''), read with
the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details
of deposits and deposits which are not in compliance with Chapter V of the Act as required under Rule
8 (5)(v) of the Companies (Accounts) Rules, 2014 is not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in Note no. 9 of the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of
business and conducted on an arm''s length basis, in line with the Company''s Policy on Related Party
Transactions. These transactions were placed before the Board of Directors and the Audit Committee
for review and approval, wherever required, at the beginning of the financial year. A statement of all
Related Party Transactions was placed before the Audit Committee for its review on a quarterly basis,
specifying the nature and value of the transactions.

The Company did not enter into any material related party transactions during the year under review,
as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014. Accordingly, the disclosure of particulars of such transactions in Form
AOC-2, as prescribed under Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

The particulars of contracts or arrangements entered into with the related party are set out in Note
36(d) to the Standalone Financial Statements of the Company forming part of the Annual Report. The
Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time
from the date of publication of its standalone and consolidated financial results for the half year,
disclosures of related party transactions to the stock exchanges, in the format specified in the relevant
accounting standards and SEBI.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31^st March 2025, the CSR committee comprised of Three (3) directors viz., Mr. Vipul Haridas
Thakkar (DIN: 00169558) as Chairman, Mr. Jignesh Amratlal Patel (DIN: 00170562), and Mr. Apurva
Damani (DIN: 03280309) as members.

Detailed information on CSR Policy, its salient features, CSR initiatives undertaken during the year,
details pertaining to spent and excess spent amount forms part of ''Annual Report on CSR activities'' as
Annexure C.

The CSR policy has been hosted on the website of the Company and can be accessed at
https://www.silvertouch.com/investors/.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 during the year are as stated below.

(A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any
(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment	manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
(B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption	The Company has not imported any technology during the year under review.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) the details of technology imported; the year of import; whether the technology been fully observed; if not fully absorbed, areas where absorption has not taken place, and the reason thereof; and
(iv) the expenditure incurred on Research and Development
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year	The foreign exchange inflows during the year under review amounted to Rs. 1,953.52 Lakh
The Foreign Exchange outgo during the year in terms of actual outflows	The foreign exchange outflows during the year under review amounted to Rs. 34.09 Lakh

STATUTORY AUDITORS

M/s Ambalal Patel & Co, Chartered Accountants, (ICAI Firm Registration No. 100305W) were
appointed as the Statutory Auditors of the Company by the members of the Company at the 29^th
(Twenty Ninth) Annual General Meeting (''AGM'') of the Company held on 20^th Day of September, 2023
to hold office upto the conclusion of the 34^th Annual General Meeting to be held in the year 2028. They
have confirmed that they are not disqualified from continuing as the Statutory Auditors of the
Company.

The Auditors'' Report on the Financial Statements (Standalone and Consolidated) of the Company for
the financial year ended 2024-25, "with an unmodified opinion", as given by the Statutory Auditors, is
disclosed in the Financial Statements forming part of this Annual Report. The Auditors'' Report on
financial statements of the Company for the year ended March 31, 2025 does not contain any
qualifications, reservations or adverse remarks.

SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Sandip Sheth &
Associates, Company Secretaries, Ahmedabad, was appointed as a Secretarial Auditor of the Company
to undertake the Secretarial Audit of the Company for Financial Year 2024-25. The report issued by the
Secretarial Auditor is enclosed as "Annexure - D".

^ During the period under review Promoters/Designated Persons have executed trades in the
securities of the Company, which is required to be disclosed under regulation 7(2) of the

SEBI (PIT) Regulations, 2015 as a part of continual disclosure. Provisions reads as "Every
promoter, [member of the promoter group], [designated person] and director of every
company shall disclose to the company the number of such securities acquired or disposed
of within two trading days of such transaction if the value of the securities traded, whether
in one transaction or a series of transactions over any calendar quarter, aggregates to a
traded value in excess of ten lakh rupees or such other value as may be specified".

During the period under review, certain trades in the securities of the Company by the
Promoters were not disclosed to the Company within the prescribed timeline under
Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. This resulted
in a delay in compliance with the disclosure requirements.

Action taken: Upon receipt of the delayed intimation, the Company promptly made the
necessary disclosures to the stock exchange in accordance with the applicable
regulations. The Promoters were appropriately guided regarding the
importance of timely disclosure of trades within two trading days, as
mandated under the SEBI (PIT) Regulations, 2015. The Company remains
committed to ensuring continued compliance and strengthening internal
awareness protocols to avoid recurrence.

The requirement of conducting Secretarial Audit was not applicable to any of the subsidiaries of the
Company during the financial year ended 2024-25.

Further, the Board of Directors at their meeting held on 31^st January, 2025 have appointed M/s Sandip
Sheth & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company
for the financial year 2024-25.

INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s Rajiv Ahuja &
Associates, Chartered Accountants, were appointed as Internal Auditors of the Company to undertake
the Internal Audit of the Company for Financial Year 2024-25. During the year, the Company continued
to implement its suggestions and recommendations to improve the control environment. Their scope
of work included, review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas.

Further, the Board of Directors at their meeting held on 8^th May, 2024 have appointed M/s Rajiv Ahuja
& Associates, Chartered Accountants, for conducting Internal Audit of the Company for the financial
year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the financial year ended 2024-25, neither the statutory auditors nor the secretarial auditor has
reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its officers or employees.

COST RECORDS AND COST AUDIT REPORT

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has internal financial control and risk mifi''gafi''on system, which is constantly assessed
and strengthened. The Company also conducts internal audits from time to time. The Audit Committee
actively reviews the internal audit report, adequacy and effectiveness of the internal financial control
and suggests improvements for the same.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY

There have been no material changes and commitments affecting your Company''s financial position
since the end of the Financial Year of the Company and date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule
V of the Listing Regulations, 2015 forms a part of the Annual Report.

ANNUAL RETURN

A copy of the annual return as required under section 92(3) of the Act in the prescribed form which
will be filed with the Registrar of Companies / Ministry of Corporate Affairs within the regulatory
timelines is hosted on the Company''s website and can be accessed at
https://www.silvertouch.com/investors/.

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

Your Company has adopted a Policy for Prevention of Sexual Harassment of Women at workplace, to
provide protection to employees at the workplace and for prevention and redressal of complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of providing a
safe working environment, where employees feel secure. The Company has also constituted an
Internal Complaints Committee to consider and to redress complaints of sexual harassment. During
the financial year ended 2024-25, the Company did not receive any complaint under the Policy for
Prevention of Sexual Harassment of the Company.

The Composition of the said committee as on the date of this report is as follows:

1. Ms. Shayamala Sharma

2. Ms. Hely Khadediya

3. Ms. Kashish Purohit

4. Mr. Vijay K. Shah (External Member - NGO)

The following is a summary of sexual harassment complaints received and disposed of during the
Financial Year ended 2024-25:

Sr No.	Particulars	No. of Complaints
1	No of complaints at the beginning of the year	NIL
2	No. of complaints filed during the financial year ended 2024-25	NIL
3	No. of complaints disposed off during the financial year ended 2023-24	NIL

4

No. of complaints pending as on March 31, 2025

NIL

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and post¬
maternity support such as nursing breaks and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive and supportive work environment that upholds
the rights and welfare of its women employees in accordance with applicable laws.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL

No significant or material order was passed during the period under review, by the Regulators or Courts
or Tribunals bearing an impact on the going concern status and Company''s operations in future.

CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of the Listing Regulafions, a certificate from the Chief
Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the
correctness of the financial statements, Cash flow statements for the Financial Year ended 31 March
2025 adequacy of the internal control measures and matters reported to the Audit Committee, is
provided in this Report as "Annexure -H".

DECLARATION SIGNED BY THE CEO/MANAGING DIRECTOR STATING THAT THE
MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF
DIRECTORS AND SENIOR MANAGEMENT

The Annual Report includes a declaration by the Managing Director confirming that all Directors and
Senior Management Personnel adhered to the Company''s Code of Conduct during the FY 2024-2025.
This declaration is required by Schedule V of the Securities and Exchange Board of India''s Lisfing
Obligafions and Disclosure Requirements Regulafions 2015.

The detail policy on the Code of Conduct is available on the website at
https://www.silvertouch.com/investors/.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications filed or any proceedings pending in the name
of the company under the Insolvency and Bankruptcy Code (IBC), 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND
FINANCIAL INSTITUTIONS

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence 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 is not applicable.

ACKNOWLEDGEMENT

The Board of Directors of Silver Touch Technologies Limited extends its heartfelt appreciation to all
stakeholders who have contributed to the Company''s continued growth and success during the year
under review. We are especially grateful to our employees for their unwavering dedication,
professionalism, and alignment with the Company''s vision. Their commitment to excellence and
tireless efforts across all levels have been pivotal in driving operational resilience and delivering
consistent performance. The Board also acknowledges with sincere gratitude the support and
confidence extended by our shareholders, valued clients, business partners, bankers, distributors,
service providers, and vendors, whose collaboration has been integral to our progress.

We further express our appreciation to market intermediaries, financial institutions, and other
ecosystem partners for their active role in supporting the Company''s strategic initiatives and
expansion. Our sincere thanks go to our consumers and the broader tech community for their
continued engagement, which energizes our mission to deliver cutting-edge digital solutions. The
Board deeply values the support received from the Government of India, various State Governments,
and concerned departments, as well as from financial institutions and banks.

FOR AND ON BEHALF OF THE BOARD
SILVER TOUCH TECHNOLOGIES LIMITED

Sd/-

VIPUL HARIDAS THAKKAR
CHAIRMAN AND MANAGING DIRECTOR
DIN:00169558

Place: Ahmedabad
Date: 31.07.2025

1

they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

---

Mar 31, 2024

Your Directors have pleasure in presenting 30^th Annual Report along with the audited Financial Statements & Board''s Report for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

The following are the financial highlights of the Company for the year ended 31st March, 2024.

(Rs. In Lacs)
	STANDALONE		CONSOLIDATED
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Business Operations (Net of ServiceTax/GST)	20,676.58	15,219.54	22,430.30	16,378.38
Other Income	248.45	265.07	297.43	253.89
Total Revenue/ Income	20,925.03	15,484.61	22,727.73	16,632.27
Profit/Loss before Dep. Finance Cost & Tax	2,629.82	1,736.52	2,797.04	1945.53
Less : Finance Cost	(143.98)	(136.32)	(147.44)	(138.86)
Less: Depreciation	(356.70)	(327.11)	(496.95)	(467.82)
Profit Before Tax	2,129.14	1,273.09	2,152.65	1338.85
Less :Total Tax Expense	(546.40)	(367.55)	(546.41)	(367.55)
Profit After Tax/Net Profit	1,582.74	905.54	1,606.24	971.30

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report and Company has also consolidated its Accounts with its Subsidiary viz Silver Touch Technologies (UK) Ltd, Silver Touch Technologies Inc., Silver touch Technologies Canada Limited, Vision Autotests Private Limited (formally known as Shark Identity Private Limited) Silver touch Auto tech Private Limited.

3. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

There is significant improvement in the financial performance of the company compared to last year on standalone basis. The total turnover of the company in FY 2023-24 is increased by 35 % from Rs. 15,484.61 lacs of previous year to Rs. 20,925.03 lacs. The Net profit after Tax of the company is also increased significantly by 75% from Rs. 905.54 lacs to Rs. 1582.74 lacs. Whereas Profit before tax increased by almost 67 % to Rs. 2129.14 lacs compared to previous year of Rs. 1273.09 lacs.

Apart from the Company has obtained CMMI Maturity Level 5 Certifications. Moreover your Company is also accredited with Quality Certifications such as ISO 9001:2008, ISO/IEC 27001: 2013, and ISO 20000: 2011/ Silver Touch is full service IT services company and manpower constitutes major contribution in business. Hiring skilled manpower and serving customer is the key services provided by Silver Touch.

4 DIVIDEND

The Company has proposed for Final Dividend 5% i.e. Rs. 0.50 per equity shares as on 12^th August, 2024 by Board of Director and for the Member''s Approval in this Annual General Meeting for the Financial year 2023-2024.

5. SHARE CAPITAL

The authorized share capital of the company is Rs. 16,00,00,000/- divided into 1,60,00,000 equity shares of Rs. 10/- The Paid up capital of the Company is Rs. 12,68,10,000/- divided into 1,26,81,000 Equity shares of Rs. 10/-Company has appointed M/s Link In-time India Private Limited as the Registrar and Transfer Agent of the Company. As on the day of Report entire holdings of the Members are in dematerialized form.

6. TRANSFER TO RESERVES:

During the Year Company has not transferred any amount to the General Reserves.

7. FINANCE

During the period under review, the company has taken additional the fund based facility in form of term loan from Bank of India for the amount of Rs. 470.9 Lacs which is secured by Hypothecation of plant and machinery, Fabrication, Furniture fixtures of Automated vehicle Fitness Centre Project. Further, Company has availed the car loan of Rs. 89.64 Lacs from HDFC Bank. Company has received lVR BBB/ Stable and IVR BBB/Stable/IVR A3 from the credit rating agency.

8. DEPOSITS

The Company has accepted loans from directors and outstanding loan amount as on 31.03.2024 as well as maximum outstanding is as below. Further, all the required declarations has also been obtained from them under section 73 of the Companies Act, 2013 and the Rules made thereunder.

Name	Amount Outstanding as on 31.03.2024 (In Rs.)	Maximum Amount Outstanding during the Year (In Rs.)
Vipul Thakkar	1,27,23,988	1,76,65,940
Jignesh Patel	1,07,192	1,75,959
Minesh Doshi	7,76,771	64,19,276
Palak Shah	83,42,846	83,56,010

Apart from this, the Company has neither accepted nor renewed any public deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

9. DETAILS OF COMPANY''S SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The details of Subsidiary, Associate & Joint Venture are as follows:

Subsidiary:

The company has following 5 subsidiary companies:

Silver Touch Technologies (UK) Limited:

Silver Touch Technologies (UK) Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a UK based private limited company incorporated on November 19, 2007 with Company No. 6431016. The registered office of the company is situated at Unit 7, Essex Technology & Innovation Centre, the Gables off fy field Road, Ongar Essex United Kingdom. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E- Commerce Solutions, Staffing Solutions and SAP Business Consulting services in United Kingdom region.

Silver Touch Technologies Inc.:

Silver Touch Technologies Inc., a wholly owned subsidiary of Silver Touch Technologies Ltd, is US based Domestic Profit Corporation incorporated on January 10, 2012 with Identification No. 0400463153. The registered office of the company is situated at 256-06, Hillside Ave., 1st Floor, Floral Park, NY -11004. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in USA region.

Silver Touch Technologies Canada Limited:

Silver Touch Technologies Canada Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a Canada based private limited company incorporated on December, 30 2021 with Corporation No. 1363269-5/. The registered office of the company is situated at 55, Maitland Street, PH 10, Toronto ON M4Y 1C9. It is carrying out business related Software Development, web Development and Consulting Work in Canada region.

Silver Touch Auto Tech Private Limited:

Silver Touch Auto Tech Private Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a private limited company incorporated on July, 25 2022 with CIN: U72900GJ2022PTC134200. The registered office of the company is situated at 206, Office Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi Ahmedabad- 380006 Gujarat. It is carrying out business of Automotive testing, Fitness Centers, Automotive driving track testing, Fitness Tests etc.

Vision Autotests Private Limited: (Previously Known as Shark Identity Private Limted)

Vision Autotests Private Limited (formally known as Shark Identity Private Limited) is a private limited company incorporated under Companies Act, 2013 on August 1, 2016 with CIN U72900GJ2016PTC093178. which was the associate company on 14^th August, 2023 Company has acquired the Company and now it is a wholly-owned subsidiary company of Silver Touch Technologies Limited. The registered office of the company is situated at 10^th Floor, Saffron Tower, Opp. Central Mall, Panchwati Circle Ambawadi Ahmedabad- 380 006. It is in the business of carrying out business of Automotive testing, Fitness Centers, Automotive driving track testing, Fitness Tests etc.

Associates & JVs:

The Company has following Associates & JVs:

Silver Touch Technologies SAS:

Silver Touch Technologies SAS, an associate of Silver Touch Technologies Ltd with its 50% shareholding, is a France based simplified joint stock company incorporated on April 11, 2017 with Company No. 82895754800013. The registered office of the company is situated at 12 Place de la Defense 92400 Courbevoie, France. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in France region. Currently, the business strategy and formulations are underway and therefore no business transactions are carried out during the year under review and it has been put to sleep mode.

Lime Software Limited:

Lime Software Limited, an associate of Silver Touch Technologies Ltd with its 50 % shareholding, is a UK based private limited company incorporated on December 2, 2013 with Company No. 8798209. The registered office of the company is situated at Norwich Accountancy Services Ltd, London Street, 68-72 London Street, Norwich, NR2 1JT. It is in the business of offering Oracle asset management software and Oracle audit software & tools that will help managing the business more efficiently.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in form AOC-1 is attached herewith as “Annexure - A” to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries, Associates & Joint Venture Companies of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members of the registered office of the Company from 11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date of Annual General Meeting as required under section 136 of the

Companies Act, 2013. Member who needs to inspect the same shall give a request in writing 5 days before to the company through email [email protected] The same can be also inspected from the website of the Company www.Silvertouch.com. The Company will send copies thereof to the shareholders who may, if required, write to the Company.

Indian Accounting Standards (IND AS):

As per the Provisions of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (2015), as amended time to time Indian Accounting Standards (IND AS) applicable to your Company with effect of Listing of Securities in the Main Board (NSE,BSE).

9. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the draft Annual Return as on March 31, 2024 is available on the Company''s website on

https://www.silvertouch.com/wp-content/uploads/investors-files/Form_MGT_7_154.pdf

11. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “Annexure-B” to its report.

12. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
(ii) the steps taken by the company for utilizing alternatesources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company has not imported any technology during theyear under review.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear) the details of technology imported; the year of import; whether the technology been fully observed; if not fully absorbed, areas where absorption has not taken place, and the reason thereof; and
(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms ofactual outflows.	The foreign exchange inflows during the year under review amounted to Rs. 1934.99 Lacs The foreign exchange outflows during the year under review amounted to Rs. 20.31 Lacs

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 as at March 31, 2024 and of the profit and loss of the Company for the same;

c. The Directors have 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;

d. The Directors have prepared the annual accounts on a ''going concern'' basis; and

e. 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.

f. 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.

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit Report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the effectiveness and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken was presented to the Audit Committee of the Board.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The committee comprises of various directors constituting composition of independent and executive director as follows. CSR Annual report is enclosed as part of this report-“Annexure-C.

Name	Designation
Mr. Vipul Thakkar	Committee Chairman & MD
Mr. Jignesh Patel	Member & WTD
**Mr. Apurva Damani	Member & ID (w.e.f. 14.02.2024)
*Mr. Harivandan Thakar	Member & ID (w.e.f. 14.02.2024)

Three Meeting of Members of CSR Committee were held on 29th May, 2023, 14th August, 2023 and 10th November, 2023 respectively with a presence of all the Members.

** Appointed as Committee member w.e.f. 14.02.2024

* Resignation as Committee member w.e.f. 14.02.2024

16. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued thereunder. One separate meeting of the Independent Directors was held during the year under review on 18th March, 2024 without the attendance of non-independent Directors.

Pursuant to Ministry of Corporate affair''s four new rules as on 22nd October, 2019 namely Data Bank Notification relating to IICA, Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent Directors have registered themselves with Indian Institute of Corporate Affairs within prescribed time period.

17. RELATED PARTY TRANSACTIONS

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm''s length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. All related party transactions are placed before the Board of Directors and Audit committee for their review and approval, wherever required, at the beginning of the financial year. Related party transactions as entered during the financial year under review were on arms-length basis and not material in nature and hence disclosures in Form AOC-2 as required pursuant to the provisions of Companies Act, 2013, is not applicable.

18. NUMBER OF MEETINGS OF BOARD

During the financial year 2023-24, Four (4) meetings of the Board of Directors were held on the following dates:

Sr. No.	Date of Board Meeting	Total No of Directors as on date of meeting	Total no of Directors present as on date of Meeting
1/2023-24	29.05.2023	10	10
2/2023-24	14.08.2023	13	12
3/2023-24	10.11.2023	12	12
4/2023-24	14.02.2024	12	11

Intimation of the Board Meeting and committee meeting are given well in advance and communicated to all the Directors. The agenda along with the explanatory notes are sent in advance to all the Directors. The Prescribed quorum was present for all the Meetings.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. provisions of Section 152 the Pursuant to the applicable Companies Act, 2013, Mr. Vipul Thakkar, Managing Director & Chairman, Mr. Jignesh Patel Whole-time Director, Mr. Minesh Doshi Wholetime Director, Mr. Palak Shah Whole-time Director of the company, Mr. Himanshu Jain Whole-time Director of the Company. Mr. Vipul Thakkar (Managing Director) and Mr. Jignesh Patel (Whole-time Directors) are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

• Mr. Vipul Thakkar was re-appointed as the Managing Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Minesh Doshi was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Palak Shah was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Jignesh Patel was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Himanshu Jain was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/01/2023 to 31/12/2025 on 19th September, 2022.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Mr Paulin Shah has been CFO of the Company.

Mr Vishnu Thaker has been Company Secretary and Compliance Officer of the Company.

20. AUDITORS AND AUDITORS'' REPORT

Members of the Company has appointed M/s Ambalal Patel & Co, Chartered Accountants (FRN.: 100305W), Ahmedabad as Statutory Auditors of the Company at the 29th Annual General Meeting held on 20th September, 2023, to hold the Office as the Statutory Auditor for the period of 5 years commencing from the conclusion of 29thAnnual General Meeting till the conclusion of 34th Annual General Meeting to be held in the calendar year 2028. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditor''s report does not contain any qualifications, reservation or adverse remarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

21. SECRETARIAL AUDITOR

The Board appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith marked as “Annexure D” to this Report.

• During the period under review, the Company has not obtained prior approval of the Audit Committee and Board of Directors with respect to related party transactions of loans and advances, which is in contravention of provisions of regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Action taken: The above transaction with respect to loans and advances given to wholly-owned subsidiary company i.e. Vision Autotests Private Limited due to urgent financial need for carrying out the Business operations of the Company. Audit Committee and Board of Directors of the Company has ratified the said transaction at their respective meetings held on 28th May, 2024.

• During the period under review, Mrs. Namrata Ronak Shah, Immediate relative of Mr. Ronak Shah, Independent Director of the Company, has violated code of conduct by trading in the Equity Shares of the Company during trading window closure. Trade was executed on 4th and 5th May, 2023 by selling of 1,113 Equity Shares @ Rs. 337.74 per share and buying of 110 Shares @ Rs. 345.51 per share.

Action taken: The Management of the Company has issued a strict warning letter to comply with the requirement of the provisions of the PIT Regulations strictly to such relative and designated person and other employees of the Company and reported the same to the Stock Exchange under regulation 9 (1) read with Schedule B in specified format. The same has been reported to the Stock Exchange vide report for violations related to Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 dated 10th May, 2023. Further also instructed not to trade/contra trade in Company''s shares for the next six months.

• The Company has advanced unsecured loan of Rs. 75.00 Lacs to the Company''s wholly owned subsidiary Company viz. Vision Autotests Private Limited having Corporate Identification Number U72900GJ2016PTC093178.

Action taken: The above transaction is not falling within the purview of Related Party Transactions in terms of provisions of section 188 of the Companies Act, 2023 and rules made there under. In view of the Board of Directors the said transaction triggers compliance of provisions of Section 185 read with Section 186 of the Companies Act, 2013 and rules made there under.

The Company has subsequently ratified and approved the said transaction at Audit Committee Meeting held on and its subsequent approval in the Board Meeting held on 28^th May, 2024. The said transaction was ratified and approved by the unanimous consent of the Audit Committee and Board of Directors.

22. COST AUDITOR

Your Company is not engaged in any type of Production of Goods or engaged in providing of such services which requires appointment of Cost Auditors pursuant to Section 148 of the Companies Act, 2013. Further the Company is also not required to maintain cost records as per applicable provisions of the Companies Act, 2013.

23. INTERNAL AUDITOR

The Board appointed M/s Rajiv Ahuja & Associates, Chartered Accountant, Ahmedabad as the Internal Auditor of the Company for the Financial Year 2023-24.

24. DETAILS OF FRAUD REPORTED BY AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in note no. 9 of the financial statement.

26. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of Sexual Harassment of women as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted committee called “Internal Complaints Committee” to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc., During the financial year 2023-24 no complaints have been reported. The Composition of the said committee is as follows:

1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson

2. Ms. Meenal Patel- Member

3. Ms. Tanvi Kikani- Member

4. Mr. Vishnu Thaker- Member

29. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS

There were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

30. AUDIT COMMITTEE

The Company was having Audit committee consisting of the Board of Directors of the Company.

The Composition of Nomination and Remuneration Committee is as follows:

1. *Mr. Ronak S Shah (Chairman of the Committee till 14^th February, 2024)

2. ** Mr. Sandeep Shah (Chairman of the Committee)

3. Dr. Gayatri M Doctor (Member)

4. Mr. Vipul Thakkar (Member)

* Resignation as the Chairman w.e.f. 14^th February, 2024.

** Appointment as the Chairman w.e.f. 14^th February, 2024.

As per section 177(8) of the Companies Act, 2013, and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The board has accepted all the recommendations of the Audit committee during the financial year 202324. There were 4 Meeting of the Audit Committee were held during the year under review as follows:

Sr No.	Date of Nomination and Remuneration Committee Meeting	Total No. of Committee Members as on date of Meeting	Total Number of Committee Members Present as on date of Meeting
1/2023-2024	29.05.2023	3	3
2/2023-2024	14.08.2023	3	3
3/2023-2024	10.11.2023	3	3
4/2023-2024	14.02.2024	3	3

31. RISK MANAGEMENT POLICY

The company has adopted the Policy for Risk Management during the year under review.

As per the applicable requirements of the Companies Act, 2013 the risk management plan of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of plan, these risks are assessed to control an appropriate steps are taken to mitigate the same.

32. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

33. NOMINATION AND REMUNERATION POLICY

The Company''s policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy is provided on the website of the Company i.e. https://www.silvertouch.com/wp-content/uploads/investors-files/Nomination-and-Remuneration-Policy-01-04 76.pdf

The Composition of Nomination and Remuneration Committee is as per Section 178 of Companies Act, 2013 and SEBI Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of Nomination and Remuneration Committee is as follows:
1. *Mr. Ronak Shah- Committee	(Chairman of the Committee)
2. *Mr. Harivadan Thaker-	(Member)
3. Dr. Gayatri Doctor-	(Member)
4. ** Mr. Sandeep Shah	(Chairman of the Committee)
5. ** Mr. Apurva Damani	(Member)
* Resignation as the Chairman/Member w.e.f. 14th February, 2024.
** Appointment as the Chairman/Member w.e.f. 14th February, 2024.

During the year under review there were 3 (Three) meeting of the Members of Nomination and Remuneration Committee were held as follows:

Sr No.	Date of Nomination and Remuneration Committee Meeting	Total No. of Committee Members as on date of Meeting	Total Number of Committee Members Present as on date of Meeting
1/2023-2024	29.05.2023	3	3
2/2023-2024	14.08.2023	3	3
3/2023-2024	10.11.2023	3	3

34. CORPORATE GOVERNANCE, DISQUALIFICATION CERTIFICATION AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Corporate Governance Report is Forming part of the Board''s Report as Annexure-E.

35. VIGIL MECHANISM

Company has in place vigil mechanism pursuant to provisions of Section 177(9) of the Companies Act, 2013.

36. LISTING OF SECURITY

Company shares were listed on main Board of both recognized Stock Exchanges in India Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

37. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this report, and provides the Company''s current working and future outlook.

38. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard as prescribed by the Institute of Company Secretaries of India and notified by the Central Government from time to time.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, financial institutions, bankers and other business constituents and various Government Organizations during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment by all officers and staff for their continued support during the year.

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Mar 31, 2023

Your Directors have pleasure in presenting 29^th Annual Report along with the audited Financial Statements & Board''s Report for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The following are the financial highlights of the Company for the year ended 31st March, 2023.

(Rs. In Lacs)
	STANDALONE		CONSOLIDATED
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Business Operations (Net of ServiceTax/GST)	15219.54	12836.61	16378.38	13959.04
Other Income	265.07	126.05	253.89	126.09
Total Revenue/ Income	15484.61	12962.66	16632.27	14085.12
Profit/Loss before Dep. Finance Cost & Tax	1736.52	1234.01	1945.53	1290.02
Less : Finance Cost	(136.32)	(73.88)	(138.86)	(82.12)
Less: Depreciation	(327.11)	(291.26)	(467.82)	(330.51)
Profit Before Tax	1273.09	868.96	1338.85	877.39
Less :T otal T ax Expense	(367.55)	(245.87)	(367.55)	(234.08)
Profit After Tax/Net Profit	905.54	623.09	971.30	643.30

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report and also the Company has also consolidated its Accounts with Subsidiary, Associates and Joint Venture Companies viz Silver Touch Technologies (UK) Ltd, Silver Touch Technologies Inc., Shark Identity Private Limited, Iriss Scanners Technologies Pvt Ltd, Silver touch Technologies Canada Limited, Silver touch Auto tech Private Limited.

3. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

There is significant improvement in the financial performance of the company compared to last year. The total turnover of the company in FY 2022-23 is increased by 19.50% from Rs. 12962.66 lacs of previous year to Rs. 15484.61 lacs. The Net profit after Tax of the company is also increased significantly by 45% from Rs. 623.09 lacs to Rs. 905.54 lacs. Whereas Profit before tax increased by almost 50% to Rs. 1273.09 lacs compared to previous year of Rs. 852.16 lacs.

Apart from that Company has obtained CMMI Maturity Level 5 Certifications. Moreover your Company is also accredited with Quality Certifications such as ISO 9001:2008, ISO/IEC 27001: 2013, and ISO 20000: 2011/ Silver Touch is full service IT services company and manpower constitutes major contribution in business. Hiring skilled manpower and serving customer is the key services provided by Silver Touch. Our transformation strategy evolves around following major factors which is critical for our business.

(a) Manpower: hiring skilled manpower and keeping them at central place physical was big challenge for us, during pandemic we have seen paradigm shift in the strategy. We have started hiring from all over India and providing secure work from home solution with our private cloud. It has improved our efficiency in hiring and cost of hiring has come significantly low, on the other hand our infrastructure cost and requirement of physical offices have been reduced significantly. We see major change in our transformation towards next journey.

(b) Performance Measurement: This has been very critical in terms of predicting the revenue and profits. Increase in efficiency and timely delivery of services will result in higher revenue and more profits. We have implemented real time performance measurement MIS reporting system which empowers all business head and managers to take right decision on time. Real time project and resource monitoring has helped us improve the efficiency and predict any delivery delays.

(c) Technology Offering: We have been constantly upgrading our technology services offering and internal capability. Digital is the new transformation in IT, and we have seen almost 40% increase in customer demand around Digital T ransformation technology. AI/ML, cloud, RPA are some of the Digital technology we have embraced during pandemic and we are going to see big change in revenue and profits in coming years.

(d) Vertical Offerings: We have been traditionally IT Service Company mostly agnostic to business vertical. Over the years, we have seen Vertical offerings can generate more revenue consistently and it has potential to grow very rapidly. We have created portfolio of services in Pharmaceuticals / Life science and online retail industry. In the current post pandemic situation, we have seen major demands in this sectors and will be reaping benefits in coming years.

4 DIVIDEND

The Company has paid an Interim Dividend 5% i.e. Rs. 0.50 per equity shares as on 30th May, 2022 for the financial year 2022-2023.

5. SHARE CAPITAL

The authorized share capital of the company is Rs. 16,00,00,000/- divided into 1,60,00,000 equity shares of Rs. 10/- The Paid up capital of the Company is Rs. 12,68,10,000/- divided into 1,26,81,000 Equity shares of Rs. 10/-Company has appointed M/s Link Intime India Private Limited as the Registrar and Transfer Agent of the Company. As on the day of Report entire holdings of the Members are in dematerialized form.

6. TRANSFER TO RESERVES:

During the Year Company has not transferred any amount to the General Reserves.

7. FINANCE

During the period under review, the company has taken additional the fund based facility in form of term loan from Bank of India for the amount of Rs. 379.38 Lacs which is secured by Hypothecation of plant and machinery, Fabrication, Furniture fixtures of Automated vehicle Fitness Centre Project. Company has received lVR BBB/ Stable and IVR BBB/Stable/IVR A3 from the credit rating agency.

8. DEPOSITS

The Company has accepted loans from directors and outstanding loan amount as on 31.03.2022 as well as maximum outstanding is as below. Further, all the required declarations has also been obtained from them under section 73 of the Companies Act, 2013 and the Rules made thereunder.

Name	Amount Outstanding as on 31.03.2023 (In Rs.)	Maximum Amount Outstanding during the Year (In Rs.)
Vipul Thakkar	1,05,854	55,46,470
Jignesh Patel	1,72,107	2,61,695
Minesh Doshi	39,17,490	40,57,053
Palak Shah	21,80,324	72,28,632

Apart from this, the Company has neither accepted nor renewed any public deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

DETAILS OF COMPANY''S SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The details of Subsidiary, Associate & Joint Venture are as follows:

Subsidiary:

The company has following 4 subsidiary companies:

Silver Touch Technologies (UK) Limited:

Silver Touch Technologies (UK) Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a UK based private limited company incorporated on November 19, 2007 with Company No. 6431016. The registered office of the company is situated at Unit 7, Essex Technology & Innovation Centre, the Gables off fy field Road, Ongar Essex United Kingdom. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E- Commerce Solutions, Staffing Solutions and SAP Business Consulting services in United Kingdom region.

Silver Touch Technologies Inc.:

Silver Touch Technologies Inc., a wholly owned subsidiary of Silver Touch Technologies Ltd, is US based Domestic Profit Corporation incorporated on January 10, 2012 with Identification No. 0400463153. The registered office of the company is situated at 256-06, Hillside Ave., 1st Floor, Floral Park, NY -11004. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in USA region.

Silver Touch Technologies Canada Limited:

Silver Touch Technologies Canada Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a Canada based private limited company incorporated on December, 30 2021 with Corporation No. 1363269-5/. The registered office of the company is situated at 55, Maitland Street, PH 10, Toronto ON M4Y 1C9. It is carrying out business related Software Development, web Development and Consulting Work in Canada region.

Silver Touch Auto Tech Private Limited:

Silver Touch Auto Tech Private Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a private limited company incorporated on July, 25 2022 with CIN: U72900GJ2022PTC134200. The registered office of the company is situated at 206, Office Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi Ahmedabad- 380006 Gujarat. It is carrying out business of Automotive testing, Fitness Centers, Automotive driving track testing, Fitness Tests etc.

Associates& JVs:

The Company has following Associates & JVs:

Silver Touch Technologies SAS:

Silver Touch Technologies SAS, an associate of Silver Touch Technologies Ltd with its 50% shareholding, is a France based simplified joint stock company incorporated on April 11, 2017 with Company No. 82895754800013. The registered office of the company is situated at 12 Place de la Defense 92400 Courbevoie, France. It is Web, Mobile Apps and Software Development Company for Optimizing Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in France region. Currently, the business strategy and formulations are underway and therefore no business transactions are carried out during the year under review and it has been put to sleep mode.

Shark Identity Private Limited:

Shark Identity Private Limited is a private limited company incorporated under Companies Act, 2013 on August 1, 2016 with CIN U72900GJ2016PTC093178. The registered office of the company is situated at A-807, Wall Street II, Opp Orient Club, Nr. Railway Crossing, Ellisbridge, Ahmedabad - 380 006. It is in the business of Product Development i.e. SharkID which is digital business card publishing & sharing platform. It is designed to keep the phonebook updated automatically.

Lime Software Limited:

Lime Software Limited, an associate of Silver Touch Technologies Ltd with its 50 % shareholding, is a UK based private limited company incorporated on December 2, 2013 with Company No. 8798209. The registered office of the company is situated at Norwich Accountancy Services Ltd, London Street, 68-72 London Street, Norwich, NR2 1JT. It is in the business of offering Oracle asset management software and Oracle audit software & tools that will help managing the business more efficiently.

Iriss Scanners Technologies Private Limited:

Iriss Scanners Technologies Private Limited is a private limited company incorporated under Companies Act, 2013 on September 20, 2018 with CIN U72501GJ2018PTC104222. The registered office of the company is situated at 1001, Saffron Office, Nr.Centre Point, Nr. Panchwati Circle, Ambawadi Ahmedabad Ahmedabad380006. It is incorporated for the purpose of Software product development. Being in the startup stage, Company has not started any commercial development yet. Mr. Vipul Thaker and Mr. Minesh Doshi has Resign the position of Director From Iriss Scanners Technologies Private Limited on 22 nd march, 2023. The company has written off Investments of Iriss Scanners Private Limited, hence it has been not considered in Consolidation for F.Y. 2022-23.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in form AOC-1 is attached herewith as “Annexure - A” to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries, Associates & Joint Venture Companies of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members of the registered office of the Company from 11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date of Annual General Meeting as required under section 136 of the Companies Act, 2013. Member who needs to inspect the same shall give a request in writing 5 days before to the company through email [email protected] The same can be also inspected from the website of the Company www.Silvertouch.com. The Company will send copies thereof to the shareholders who may, if required, write to the Company.

Indian Accounting Standards (IND AS):

As per the Provisions of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (2015), as amended time to time Indian Accounting Standards (IND AS) applicable to your Company with effect of Listing of Securities in the Main Board (NSE,BSE).

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

10. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2023 is available on the Company''s website on

https://www.silvertouch.com/wp-content/uploads/investors-files/Form MGT 7.pdf

11. PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “Annexure-B” to its report.

12. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
(ii) the steps taken by the company for utilizing alternatesources of energy
(iii) the capital investment on energy conservation equipment
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company has not imported any technology during theyear under review.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear) (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully observed; (d) if not fully absorbed, areas where absorption has not taken place, and the reason thereof; and
(iv) the expenditure incurred on Research and Development

(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual in flows during the year and The Foreign Exchange outgo during the year in terms ofactual outflows.	The foreign exchange inflows during the year under reviewamounted to Rs. 1567.65 Lacs The foreign exchange outflows during the year under reviewamounted to Rs. 2.21 Lacs

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 as at March 31, 2023 and of the profit and loss of the Company for the same;

c. The Directors have 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;

d. The Directors have prepared the annual accounts on a ''going concern'' basis; and

e. 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.

f. 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.

14. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit Report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken was presented to the Audit Committee of the Board.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The committee comprises of various directors constituting composition of independent and executive director as follows. CSR Annual report is enclosed as part of this report-“Annexure-C.

Name	Designation
Mr. Vipul Thakkar	Committee Chairman & CMD
Mr. Jignesh Patel	Member & WTD
Mr. Harivardan Thakar	Member & ID

Two Meeting of Members of CSR Committee were held on 16thMay, 2022 and 13th February, 2023 respectively with a presence of all the Members.

16. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued thereunder. One separate meeting of the Independent Directors was held during the year under review on 28th March, 2023 without the attendance of non-independent Directors.

Pursuant to Ministry of Corporate affair''s four new rules as on 22nd October, 2019 namely Data Bank Notification relating to IICA, Companies (Accounts) Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the existing Independent Directors have registered themselves with Indian Institute of Corporate Affairs within prescribed time period.

17. RELATED PARTY TRANSACTIONS

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm''s length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. All related party transactions are placed before the Board of Directors and Audit committee for their review and approval, wherever required, at the beginning of the financial year. Related party transactions as entered during the financial year under review were on arms-length basis and not material in nature and hence disclosures in Form AOC-2 as required pursuant to the provisions of Companies Act, 2013, is not applicable.

18. NUMBER OF MEETINGS OF BOARD

During the financial year 2022-23, Four (4) meetings of the Board of Directors were held on the following dates:

Sr. No.	Date of Board Meeting	Total No of Directors as ondate of meeting	Total no of Directors present as on date of Meeting
1/2022-23	30.05.2022	10	9
2/2022-23	10.08.2022	10	8
3/2022-23	14.11.2022	10	8
4/2022-23	13.02.2023	10	7

Intimation of the Board Meeting and committee meeting are given well in advance and communicated to all the Directors. The agenda along with the explanatory notes are sent in advance to all the Directors. The Prescribed quorum was present for all the Meetings.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Pursuant to the applicable provisions of Section 152 the Companies Act, 2013, Mr. Vipul Thakkar, Managing Director Chairman, Mr. Jignesh Patel Whole-time Director, Mr. Palak Shah Whole-time Director of the company, Mr. Minesh Doshi Whole-time Director, Mr. Himanshu Jain Whole-time Director of the Company. Mr. Jignesh Patel and Mr. Himanshu Jain (Whole-time Directors) are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment at the ensuing Annual General Meeting.

• Mr. Vipul Thakkar was re-appointed as the Managing Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Minesh Doshi was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Palak Shah was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Jignesh Patel was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/04/2023 to 31/03/2026 on 19th September, 2022.

• Mr. Himanshu Jain was re-appointed as the Whole Time Director for a further tenure of 3 Years w.e.f 01/01/2023 to 31/12/2025 on 19th September, 2022.

• Dr. Gayatri Mukul was re-appointed as the Independent Director for a further tenure of 5 Years w.e.f 05/04/2022 to 04/04/2027 on 19th September, 2022.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Mr Paulin Shah has been CFO of the Company.

Mr. Sagar Rajyaguru has resigned from the Post of Company Secretary and Compliance Officer w.e.f. 30th May,2022. Mr Vishnu Thaker has been appointed as Company Secretary and Compliance Officer w.e.f. 10th August, 2022.

20. AUDITORS AND AUDITORS'' REPORT

Upon expiry of the 5 years term of M/s. Priyam R Shah & Associates, Chartered Accountants (FRN.: 118421W), Ahmedabad, The Board of Directors approved and recommended member''s in 29^th Annual General Meeting for appointment of M/s Ambalal Patel & Co, Chartered Accountants (FRN.: 100305W), to hold the Office as the Statutory Auditor for the period of 5 years commencing from the conclusion of 29 ^th Annual General Meeting to be held on 20^th September, 2023 till the conclusion of 34^th Annual General Meeting. Notice of 29^th Annual General Meeting contains the Appointment of M/s Ambalal Patel & Co., to be appointed as a Statutory Auditors of the Company.

The report of the Statutory Auditor given by M/s. Priyam R shah & Associates forms part of the Annual Report. The Auditor''s report does not contain any qualifications, reservation or adverse remarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

21. SECRETARIAL AUDITOR

The Board appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith marked as “Annexure D” to this Report.

• The Company has followed Standard Operating Process and Audit trails for ensuring compliance with Structural Digital Database only after 5 ^th September, 2022.The Company has fully functional Structural Digital Database only after 5^th September, 2022.

• The Intimation made by the Company for material event for Saberpoint LLC is not as per the requirement of Regulation 30 of the Listing Regulations read with SEBI circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015. We have treated the same as material event required to be disclosed under prescribed format.

Action Taken: The Company has made disclosures within prescribed time period, however the Company has not made such disclosures in the format given as required in aforesaid circular. The Company confirmed that no notice or letter received from the Stock Exchange in this regard.

• As per regulation 17 of SEBI LODR the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier, during the period under review the term of Mrs. Gayatri Mukul Doctor, DIN:02012395, Woman Independent Director has been expired on 4th April, 2022 for which the Board of Directors and Nomination and Remuneration Committee has recommended her re-appointment, however the required approval under regulation 17 has been obtained with delay, in the month of September, 2022.

Action Taken: The Company has obtained approval of the Members in the Annual General Meeting held on 19th September, 2022.

• The Company has received observations with respect to quarterly submission of shareholding pattern for 31st March, 2022 and 30th June, 2022 from the NSE vide their letters dated 25th May, 2022 and 8th August, 2022, asking clarification as follows:

“entity is covered as promoter/promoter group in System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020), however not appearing as promoter/promoter group as per Table II of shareholding pattern (SHP) or vice-versa”.

Action taken: The Company has rectified the same and replied to the said letters accordingly.

• During the period under review, one of the designated person viz. Mr. Paulin Vinodbhai Shah, Chief Financial Officer, has violated code of conduct by selling 1,000 Equity Shares during trading window closure. Total 1,000 Shares have been sold @ Rs. 299.83 per share.

Action taken: The Management of the Company has issued a strict warning letter to comply with the requirement of the provisions of the PIT Regulations strictly to such designated person and other employees of the Company and reported the same to the Stock Exchange under regulation 9 (1) read with Schedule B in specified format. The same has been reported to the Stock Exchange vide report for violations related to Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 dated 7th June, 2022.

22. COST AUDITOR

Your Company is not engaged in any type of Production of Goods or engaged in providing of such services which requires appointment of Cost Auditors pursuant to Section 148 of the Companies Act, 2013. Further the Company is also not required to maintain cost records as per applicable provisions of the Companies Act, 2013.

23. INTERNAL AUDITOR

The Board appointed M/s Rajiv Ahuja & Associates, Chartered Accountant, Ahmedabad as the Internal Auditor of the Company for the Financial Year 2022-23.

24. DETAILS OF FRAUD REPORTED BY AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in note no. 11, 12 and 17 of the financial statement.

26. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of Sexual Harassment of women as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted committee called “Internal Complaints Committee” to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc., During the financial year 2022-23 no complaints have been reported. The Composition of the said committee is as follows:

1. Mrs. Shyamala Sharma- Presiding Officer/Chairperson

2. CS Jignesh Shah- Member

3. Ms Meenal Patel- Member

29. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS

There were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

30. AUDIT COMMITTEE

The Company was having Audit committee consisting of the Board of Directors of the Company viz. Mr. Ronak S Shah (Chairman of the Committee& Independent Director), Dr. Gayatri M Doctor (Member& Independent Director) and Mr. Vipul Thakkar (Member & Managing Director), the Directors of the Company. As per section 177(8) of the Companies Act, 2013, the board has accepted all the recommendations of the Audit committee during the financial year 2022-23. There were 5 Meeting of the Audit Committee were held during the year under review as follows:

Sr No.	Date of Nomination and Remuneration Committee Meeting	Total No. of Committee Members as on date of Meeting	Total Number of Committee Members Present as on date of Meeting
1/2022-2023	30.05.2022	3	3
2/2022-2023	10.08.2022	3	3
3/2022-2023	14.11.2022	3	3
4/2022-2023	13.02.2023	3	3
5/2022-2023	18.03.2023	3	3

31. RISK MANAGEMENT POLICY

The company has adopted the Policy for Risk Management during the year under review.

As per the applicable requirements of the Companies Act, 2013 the risk management plan of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of plan, these risks are assessed to control an appropriate steps are taken to mitigate the same.

32. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

33. NOMINATION AND REMUNERATION POLICY

The Company''s policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy is provided on the website of the Company. https://www.silvertouch.com/wp-content/uploads/investors-files/Nomination-and-Remuneration-Policy-01-04 76.pdf

The Composition of Nomination and Remuneration Committee is as follows:

1. Mr. Ronak Shah- Committee Chairman

2. Mr. Harivadan Thaker- Member

3. Dr. Gayatri Doctor- Member

During the year under review there were 2 (Two) meeting of the Members of Nomination and Remuneration Committee were held as follows:

	Date of Nomination and	Total No. of Committee	Total Number of Committee
Sr No.	Remuneration Committee	Members as on date of	Members Present as on date
	Meeting	Meeting	of Meeting
1/2022-2023	16.05.2022	3	3
2/2022-2023	10.08.2022	3	3

34. CORPORATE GOVERNANCE, DISQUALIFICATION CERTIFICATION AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Corporate Governance Report is Forming part of the Board''s Report as Annexure-E.

35. VIGIL MECHANISM

Company has in place vigil mechanism pursuant to provisions of Section 177(9) of the Companies Act, 2013.

36. LISTING OF SECURITY

Company shares were listed on main Board of both recognized Stock Exchanges in India Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

37. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this report, and provides the Company''s current working and future outlook.

38. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard as prescribed by the Institute of Company Secretaries of India and notified by the Central Government from time to time.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, financial institutions, bankers and other business constituents and various Government Organizations during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment by all officers and staff for their continued support during the year.

Regd. Office:

2nd Floor, Saffron Tower, Nr. Panchwati Circle,

Ambawadi, Ahmedabad-380006 Phone: [phone]/4 Website: www.silvertouch.com Email Id: [email protected] Place: Ahmedabad Date: 14/08/2023

For and Behalf of the Board

For, Silver Touch Technologies Limited

S/d

Vipul Thakkar

(Chairman & Managing Director)

(DIN: 00169558)

---

Mar 31, 2018

BOARD''S REPORT

To,

The Members,

SILVER TOUCH TECHNOLOGIES LIMITED

2nd Floor, Saffron Building, Near Panchwati Circle, Ambawadi, Ahmedabad - 380 006

Your Directors have pleasure in presenting 24thAnnual Report along with the audited Financial Statements & Director''s Report for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The following are the financial highlights of the Company for the year ended 31st March, 2018.

			(Rs. In Lacs)
Particulars	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Revenue from Business Operations (Net of Service Tax/GST)	16402.76	11860.72	17235.78	12296.38
Other Income	92.70	126.63	93.13	126.63
Total Expenses (Excluding Depreciation & Finance Cost)	14713.57	10623.57	15574.35	11069.59
Profit/ Loss before Dep. Finance Cost & Tax	1781.89	1363.78	1754.56	1,353.42
Less : Finance Cost	(137.65)	(313.82)	(138.78)	(315.98)
Less: Depreciation	(261.22)	(437.66)	(263.59)	(440.76)
Profit Before Tax	1383.01	612.30	1352.19	596.68
Less :Total Tax Expense	(528.44)	(191.41)	(528.45)	(191.60)
Profit After Tax/ Net Profit	854.58	420.89	823.74	405.08

2. REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

In the financial year 2017-18, despite challenging business environment, your Company continued the growth momentum and attained a decent growth in revenue and profitability. Your Company has achieved total income from business operations of Rs. 16402.76 lacs during the year under review which is 38.29%Higher than that of the previous year. The Net Profit After Tax of the Company has significantly increased to Rs. 854.57 lacs, which is 103.04% higher than the previous year. The Company is expanding its area of services in international markets and segments with innovative products and software and allied services in order to achieve greater economies of scale, improved margins and to gain untapped market for Company''s services & products.

The Company had undergone a review of its Credit Rating and the Company''s rating has been reaffirmed as ''BWR BBB '' (pronounced as Triple B plus) which means that the Company''s business risk profile is ''Stable'' and will be maintained over the medium term. Overall, the Company has continued to enjoy the support and trust of its clients and other stakeholders which has lead to such steady growth during this fiscal year.

Apart from that Company has obtained CMMi Maturity Level 5 Certifications. Moreover your Company is also accredited with Quality Certifications such as ISO 9001:2008, ISO/IEC 27001 : 2013, and ISO 20000: 2011

3. DIVIDEND:

Considering the Company''s performance, the Board of Directors have recommended payment of Final dividend of Rs. 0.50 per equity share having face value of Rs. 10/- each i.e. 5% for the financial year ended on 31st March, 2018. This final dividend is subject to the approval of the members at the ensuing Annual General Meeting.

4. SHARE CAPITAL:

The authorized share capital of the company was Rs. 80,000,000/- divided into 8,000,000 equity shares of Rs. 10/ - each and the paid-up share of the company was Rs. 5,59,50,000 /- divided into 55,95,000 equity shares of Rs. 10/- each at the beginning of the Financial Year.

The Authorized capital was increased to Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/-each vide Ordinary Resolution passed by the shareholders at their meeting held on 27th April, 2017 which was further increased to Rs. 16,00,00,000/- divided into 1,60,00,000 equity shares of Rs. 10/- each vide Ordinary Resolution passed by the shareholders at their meeting held on 26thJune, 2017.

The Paid up capital of the Company was increased to Rs. 11,19,00,000/- divided into 1,11,90,000 Equity shares of Rs. 10/- vide Bonus issue in the ratio of 1:1 to the existing members which was further increased to Rs. 12,59,50,000 divided into 1,25,95,000 Equity Shares of Rs. 10/- vide Preferential issue of the Equity shares.

Company has appointed M/s Link Intime India Private Limited as the Registrar and Transfer Agent of the Company. As on the day of Report entire holdings of the Members are in dematerialized form.

The 1,25,95,000 Equity Shares of the Company was listed on NSE Emerge Platform of the National Stock Exchange of India w.e.f 01st December, 2017 and has dully paid the listing fees of the same.

5. TRANSFER TO RESERVES:

During the Year Company did not have transferred any amount to the General Reserves.

6. FINANCE:

During the period under review, the company has continued to enjoy various credit facilities comprising of Fund Based Limits & Non fund Based Limit from Bank of India aggregating to Rs. 3489 Lacs, against the prime security of Book Debts, movable and immovable property, for the smooth & efficient running of the business of the Company. The Company has continued to enjoy various Non-Fund based limits and Fund Based Limits to the tune of Rs. 155 Lacs from ICICI Bank against the immovable property of the company. That apart, the various financial options like lease finance and short term business loans were also enjoyed by the company to promote the business of the company.

7. DEPOSITS:

The Company has accepted loans from directors of the Company and obtained declarations from them under section 73 of the Companies Act, 2013 and the Rules made thereunder. Apart from this, the Company has neither accepted nor renewed any public deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8. DETAILS OF COMPANY''S SUBSIDIARY, ASSOCIATE a JOINT VENTURE

The details of Subsidiary, Associate & Joint Venture are as follows: Subsidiary

The company has following 3 subsidiary companies: Silver Touch Technologies (UK) Limited

Silver Touch Technologies (UK) Limited, which is wholly owned subsidiary of Silver Touch Technologies Ltd, is a UK based private limited company incorporated on November 19, 2007 with Company No. 6431016. The registered office of the company is situated at Salisbury House, 29 Finsbury Circus, London, United Kingdom, EC2M5QQ. It is Web, Mobile Apps and Software Development Company for Optimising Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in United Kingdom region.

Silver Touch Technologies Inc

Silver Touch Technologies Inc, a wholly owned subsidiary of SilverTouch Technologies Ltd, is US based Domestic Profit Corporation incorporated on January 10, 2012 with Identification No. 0400463153. The registered office of the company is situated at 256-06, Hillside Ave., 1st Floor, Floral Park, NY -11004. It is Web, Mobile Apps and Software Development Company for Optimising Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in USA region.

Start-N-Excel

Start-N-Excel is a Partnership firm which was incorporated under the Provision of Partnership Act, 1932 on 24th January, 2018. It consist of Two Partners i.e Silver Touch Technologies Limited and Mr Himanshu Chudasama. It is in the business of providing consultancy services to the various Start ups and on going Business.

Associates

The Company has following associates:

Silver Touch Technologies SAS

Silver Touch Technologies SAS, an associate of Silver Touch Technologies Ltd with its 50% shareholding, is a France based simplified joint stock company incorporated on April 11, 2017 with Company No. 82895754800013. The registered office of the company is situated at 12 Place de la Defense 92400 Courbevoie, France. It is Web, Mobile Apps and Software Development Company for Optimising Online Presence. It also provides E-Commerce Solutions, Staffing Solutions and SAP Business Consulting services in France region.

Shark Identity Private Limited

Shark Identity Private Limited is a private limited company incorporated under Companies Act, 2013 on August 1, 2016 with CIN U72900GJ2016PTC093178. The registered office of the company is situated at A-807, Wall Street II, Opp Orient Club, Nr. Railway Crossing, Ellisbridge, Ahmedabad - 380 006. It is in the business of Product Development i.e. SharkID which is digital business card publishing & sharing platform. It is designed to keep the phonebook updated automatically.

Lime Software Limited

Lime Software Limited, an associate of Silver Touch Technologies Ltd with its 50 % shareholding, is a UK based private limited company incorporated on December 2, 2013 with Company No. 8798209. The registered office of the company is situated at Norwich Accountancy Services Ltd, London Street, 68-72 London Street, Norwich, NR2 1JT. It is in the business of offering Oracle asset management software and Oracle audit software & tools that will help managing the business more efficiently. Silver Touch Technologies Ltd invested in Lime Software Limited in the financial year 2014-15.

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s subsidiaries in form AOC-1 is attached herewith as "Annexure - A" to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries, Associates & Joint Venture Companies of the Company.

The financial statement of the subsidiary companies and related information are available for inspection by the members at the registered office of the Company from 11:00 A.M. to 1:00 P.M. on all days except Sundays and public holidays up to the date of Annual General Meeting as required under section 136 of the Companies Act, 2013. The same can be also inspected from the website of the Company www. Silvertouch.com. The Company will send copies thereof to the shareholders who may, if required, write to the Company.

9. MATERIAL CHANGES AND COMMITMENTS:

The Company have made Public Offer of 33,24,000 Equity Shares Of Face Value Of Rs. 10 Each ("Equity Shares") for cash at a Price of Rs. 121 Per Equity Share (Including A Share Premium of Rs. 111 Per Equity Share) (The "Offer Price"), aggregating to Rs. 4022.04 Lacs ("The Offer") through an offer for sale Comprising of 14,94,000 Equity Shares (44.95%) by Mr. Vipul H Thakkar, 14,94,000 (44.95%) Equity Shares by Mr. Jignesh A Patel. 70,080 (2.10%) Equity Shares by Mr. Minesh V Doshi and 2,65,920 (8%) Equity Shares by Mr. Palak V Shah promoters of the Company.

The Company received the trading approval for total 1,25,95,000 Equity Shares on EMERGE Platform of NSE Limited with effect from 01st December, 2017 having the symbol SILVERTUC.

Except aforesaid, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relates and the date of the Board of Director''s report.

10. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual return in form MGT- 9 is provided as at Annexure-B

11. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the Provision of Section 197 (12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to its report.

12. EMPLOYEE STOCK OPTION SCHEME

Your Company approved formulation of Employee Stock Option Plan (''ESOP'') viz. "Silver Touch ESOP-2017". The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on 06th April, 2017 read with Special Resolution passed by shareholder of the company at the Extra-ordinary general meeting held on 27th April, 2017. The Said Scheme was also ratified by the Shareholders in the Extra Ordinary General Meeting held on 05th March, 2018 pursuant to the provision of Regulation of SEBI (Share Based Employee Benefit) Regulations, 2014. The said scheme is administered by the Nomination and Remuneration Committee (Compensation Committee) for the benefit of the Employees of the Company.

During the Year under review the Company has granted 90,000 ESOPs to the eligible employees.

Your Company has also got the in-principal approval form the National Stock Exchange of India for 1,25,000 ESOPS issued during the year as required under Regulation 12(3) of the SEBI (Share Based Employee Benefits) Regulations, 2014.

The Nomination and Remuneration Committee in their meeting held on 13th April, 2018 modify clause 15 (c) the scheme which is read as follows:

C) other Corporate Actions

In the event of other corporate actions including consolidation / sub-division / amalgamation I merger I demerger I sale of business etc. adjustment to the number of options of the said option grantee shall be decided by the Board I Committee to its absolution discretion such that

(1) The number & price of the options in such a manner that total value of options remains the same after corporate action.

(2) The Vesting period and life of the options shall be left unaltered as far as possible to protect the rights of the options holder.

Other than above, no material change was made during the year under review and the scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the company at www.silvertouch.com.

13. DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS a OUTGO:

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 during the year are as stated below:

(A) Conservation of energy
(i) the steps taken or impact on conservation of energy	The activities carried out by the Company during the year under review are not power intensive and the cost of the energy is insignificant. Further, the Company is not carrying out any manufacturing activities. However, as measure of power conservation, the company has initiated installing LED based electric utilities and instruments which conserve power.
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipments
(B) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	The Company has not imported any technology during the year under review.

(iv) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and The Foreign Exchange outgo during the year in terms of actual outflows.	The foreign exchange inflows during the year under review amounted to Rs. 672.28 Lacs The foreign exchange outflows during the year under review amounted to Rs. 441.89 Lacs

14. DIRECTORS1 RESPONSIBILITY STATEMENT:

Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have 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 as at March 31, 2018 and of the profit and loss of the Company for the same;

c. The Directors have 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;

d. The Directors have prepared the annual accounts on a ''going concern1 basis; and

e. 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.

f. 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.

15. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of Internal Audit is well defined in the organization. The Internal Audit Report is regularly placed before the Audit Committee of the Board. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthening the controls continuously. Significant audit observations, if any, and corrective actions suggested and taken are presented to the Audit Committee of the Board.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and schedule VII of the Companies Act, 2013, the Board of Directors of the Company has constituted a CSR Committee. The committee comprises of various directors constituting composition of independent and executive director as follows. CSR Annual report is enclosed as part of this report- "Annexure-D."

Composition of Corporate Social Responsibility Committee

Name	Designation
Mr. Vipul Thakkar	Committee Chairman & CMD
Mr. Jignesh Patel	Member & WTD
Mr. Harivadan Thaker	Member a ID

Reasons for short spending of Corporate Social Responsibility Expenditures:

The Company always believes in the ideology of social cause on which the concept of Corporate Social Responsibility rests. As the Company takes resources from the society by various means, the Company needs to perform task of giving something back to the society in the form of Corporate Social Responsibility. During the FY 2017-18, company has spent Rs. 11,30,000/- towards CSR expenditure pertaining to previous year provision a for current year company has spent Rs.14,419/- towards current year liability of Rs. 9,50,000/-. During the year the Company has provided apprentice training to the apprentice and consider it as the CSR Expenditure. The Company is in the process to recruit more Apprentice Trainees in the upcoming years and also identifying the other areas for spending this amount. Therefore it has caused short spending in the CSR Expenditure.

The Company has made aggregate provisions for such short spent amount for the current financial year. The Company endeavours and is committed to give back to the society more than what it took from the society.

17. INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under the provisions of the Companies Act, 2013 read with schedules and rules issued thereunder. During the year under review Company has appointed Dr. Gayatri M Doctor as the Independent Director of the Company w.e.f 06th April, 2017. Further, as per the requirements of the provisions of Schedule IV of the Companies Act, 2013 read with all the applicable provisions and rules, one separate meeting of the Independent Directors was held during the year under review on 08th March, 2018, without the attendance of non-independent Directors.

18. RELATED PARTY TRANSACTIONS:

Related party transactions that are entered during the financial year were in the ordinary course of Business and on an arm''s length basis. The Company had not entered into any contract/ arrangement / transactions with related parties which could be considered material. All related party transactions are placed before the Board of Directors and Audit committee for their review and approval, wherever required, at the beginning of the financial year. Related party transactions as entered during the financial year under review were on arms-length basis and not material in nature and hence disclosures in Form AOC-2 as required pursuant to the provisions of Companies Act, 2013, is not applicable.

19. NUMBER OF MEETINGS OF BOARD:

During the financial year 2017-18, Fourteen (14) meetings of the Board of Directors were held on the following dates:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting(Contd.)
1/2017-18	06.04.2017	8/2017-18	21.09.2017
2/2017-18	27.04.2017	9/2017-18	17.10.2017
3/2017-18	06.05.2017	10/2017-18	02.11.2017
4/2017-18	08.05.2017	11/2017-18	22.11.2017
5/2017-18	01.06.2017	12/2017-18	29.11.2017
6/2017-18	09.08.2017	13/2017-18	08.01.2017
7/2017-18	15.07.2017	14/2017-18	01.02.2018

Intimation of the Board Meeting and committee meeting are given well in advance and communicated to all the Directors. The agenda along with the explanatory notes are sent in advance to all the Directors. The Prescribed quorum was present for all the Meetings.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your Company has various executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Pursuant to the applicable provisions of Section 152 the Companies Act, 2013, Mr. Vipul H Thakkar, Managing Director and Mr Palak V Shah - Whole-time Director of the company, are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting. Moreover the Company appointed one Independent Director Dr. Gayatri Mukul Doctor (DIN: 02012395) with effect from 6th April, 2017. Further, Mr. Palak Shah, Director of the Company also appointed and re-designated as Whole-Time Director & CFO of the Company with effect from 6th April, 2017. In addition to this, the Company has also appointed Mr. Vijaykumar Shah (DlN: 006792172) as Whole-Time Director in the Company w.e.f 01st June, 2017.The Company has appointed Mr. Dipesh H Solanki as the Company Secretary & Compliance office of the Company in place of Mr. Navin Panchal w.e.f 05th October, 2017.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013

21. AUDITORS AND AUDITORS1 REPORT:

During the financial year M/s Ambalal Patel & Co., Chartered Accountants has tendered their resignation w.e.f 05/ 12/2017 to the Company due to Completion of their term as the Statutory Auditors pursuant to the Provision of Section 139 of the Companies Act, 2013 and rules made there under.

The Company has appointed M/s. Priyam R Shah & Associates, Chartered Accountants (FRN.: 118421W), Ahmedabad as Statutory Auditors of the Company in place of M/s Ambalal Patel & Co. At the Extra Ordinary General meeting of the Company held on 05th March, 2018, to hold the Office as the Statutory Auditor till the conclusion of the next Annual General Meeting to carry out the Audit for the FY 2017-18. As per the provisions of the section 139 of the Companies Act, 2013, the Board of Directors has recommended appointment of M/s Priyam R Shah & Associates, Chartered Accountant as Statutory Auditor of the Company to be appointed for a period of 5 (Five) years at the ensuing Annual General Meeting. The Company has received a certificate from the said auditors that they are eligible under the provisions of the Companies Act, 2013.

Necessary resolution for the Auditor''s re-appointment has been included in the Notice convening the Annual General Meeting. The members are requested to consider the matter of re-appointment of Statutory Auditors of the Company and fix their remuneration as may be decided by the Board from time to time in consultation with the Statutory Auditors of the Company.

The Auditor''s report does not contain any qualifications, reservation or adverse remarks and are self-explanatory and thus does not require any further clarifications/comments. The statutory Auditors have not reported any incident of fraud to the Audit committee of the Company under review.

22. SECRETARIAL AUDITOR

The Board appointed M/s Sandip Sheth & Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith and marked as Annexure -E to this Report.

23. INTERNAL AUDITOR

The Board appointed M/s Rajiv Ahuja & Associates, Chartered Accountant, Ahmedabad as the Internal Auditor of the Company for the Financial Year 2017-18.

24. DETAILS OF FRAUD REPORTED BY AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

26. INTERNAL COMPLAINTS COMMITTEE / DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has a policy for prevention of Sexual Harassment of women as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the provisions of the said Act, the Company has constituted committee called "Internal Complaints Committee" to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc., During the financial year 2017-18, no complaints have been reported.

27. SIGNIFICANT MATERIAL ORDER PASSED BY THE REGULATORS:

There were no significant material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

28. AUDIT COMMITTEE:

The Company was having Audit committee consisting of the Board of Directors of the Company viz. Mr. Ronak S Shah (Chairman of the Committee& Independent Director), Dr. Gayatri M Doctor (Memberft Independent Director) and Mr. Vipul Thakkar (Member & Managing Director), the Directors of the Company. As per section 177(8) of the Companies Act, 2013, the board has accepted all the recommendations of the Audit committee during the financial year 2017-18.

29. RISK MANAGEMENT POLICY:

The company has adopted the Policy for Risk Management during the year under review.

As per the applicable requirements of the Companies Act, 2013 the risk management plan of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of plan, these risks are assessed and steps as appropriate are taken to mitigate the same.

30. BOARD EVALUATION:

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

31. NOMINATION AND REMUNERATION POLICY:

The Company''s policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The Nomination and Remuneration policy is provided herewith as at Annexure-F pursuant to provisions of Section 178(4) of the Companies Act, 2013.

32. CORPORATE GOVERNANCE:

Since the Company1 securities are listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence requirement with regards to compliance of Corporate Governance does not applicable to the Company.

33. VIGIL MECHANISM:

Your Company has not accepted any deposits from public and not borrowed money from banks and public financial institutions in excess of fifty crore or more and hence requirement for establishing vigil mechanism pursuant to provisions of Section 177(9) of the Companies Act, 2013, is not applicable during reporting period.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this report, and provides the Company''s current working and future outlook as per Annexure-G.

35. DISCLOSURE ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standard as prescribed by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, financial institutions, bankers and other business constituents and various Government Organizations during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment by all officers and staff for their continued support during the year.

	For and Behalf of the Board
	For, SILVER TOUCH TECHNOLOGIES LIMITED
Regd. Office:
2nd Floor, Saffron Tower, Nr. Panchwati Circle,	VIPUL THAKKAR
Ambawadi, Ahmedabad-380006	(Chairman & Managing Director)
(CIN: U72200GJ1995PLC024465)	(DIN:00169558)
Phone: [phone]
Fax: [phone]
Website: www.silvertouch.com
Email Id: [email protected]
Place: Ahmedabad
Date: 24th July, 2018

ANNEXURE-A FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A: Subsidiaries

(Amounts in INR)

Attendance of each Director at Board Meeting and the last Annual General Meeting (AGM) and the number of Companies and Committees where he/she is Director/Member are as under.

Si. No.	Particulars	Details
1	Name of the Subsidiary	Silver Touch Technologies (UK) Ltd.	Silver Touch Technologies INC.	Start-N-Excel (Partnership Firm)
2	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	31/03/2018	31/03/2018	31/03/2018
3	Reporting currency and Exchange rate as on thelast date of the relevant Financial year in the case of foreign subsidiaries	GBP and Exchange rate@ Rs. 92.2846(RBI) on the Balance Sheet Date	USD and Exchange rate@ Rs.65.0441 (RBI) on the Balance sheet Date	NA
4	Share Capital/ Partner''s Capital	46,142	32,522	1,01,618
5	Reserves & Surplus	33,15,195	8,22,447	NA
6	Total assets	2,36,90,472	30,15,832	11,26,995
7	Total Liabilities	2,04,29,135	21,93,386	10,25,377
8	Investments	NIL	NIL	NIL
9	Turnover	5,92,14,413	2,36,28,867	80,000
10	Profit/(Loss) before taxation	3,43,760	1,71,785	(8,46,639)
11	Provision for taxation	1,19,970	27,123	NIL
12	Profit after taxation	2,23,790	1,44,662	(8,46,639)
13	Proposed Dividend	NIL	NIL	NIL
14	% of shareholding	100%	100%	70%

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates or Joint Ventures	Shark Identity Private Limited	Silver Touch Technologies SAS	Lime Software Limited
Latest audited Balance Sheet Date	31st March, 2018	NA	NA
Date on which the Associate or Joint Venture was associated or acquired	01st August, 2016	11th April, 2017	02nd December, 2013
Shares of Associate or Joint Ventures held by the company on the year end
No.	96,04,000 equity shares	1805 Shares	500 Equity Shares
Amount of Investment in Associates or Joint Venture	Rs. 96,04,000	Rs. 12,64,829	Rs. 48,975
Extent of Holding (in percentage)	49%	50%	50%
Description of how there is significant influence	The Company holds 49% stake in the Equity Share Capital of the Company. One of the Directors on the Board of Shark Identity Private Limited is a Whole-Time Director in the Company.	The Company holds 50% stake in the Equity Share Capital of the Company, three Directors of the Company are on the Board of Silver Touch Technologies SAS.	The Company holds 50% stake in the Equity Share Capital of the Company. Four Directors of the Company are on the Board of Lime Software Ltd.
Reason why the associate/joint venture is not consolidated	Not Applicable	Not Applicable	No data is available
Net worth attributable to shareholding as per latest audited Balance Sheet	65,84,681	(1,91,865)	No data is available
Profit or Loss for the year	(35,79,886)	(19,82,246)	No data is available
Considered in Consolidation	(17,54,144)	(12,92,872)	No data is available
Not Considered in Consolidation	(18,25,742)	(6,89,374)	No data is available

1. Names of associates or joint ventures which are yet to commence operations: NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year: NIL

Place: Ahmedabad	For and on behalf of the Board of Directors,
Date: 24th July, 2018
	Vipul H Thakkar	Jignesh A Patel
	Managing Director	Whole-Time Director
	Palak V Shah	Dipesh Solanki
	Whole-Time Director cum CFO	Company Secretary

ANNEXURE-B

FORM NO. MGT 9

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March, 2018

I. REGISTRATION a OTHER DETAILS :
i	CIN	U72200GJ1995PLC024465
ii	Registration Date	02-02-1995
iii	Name of the Company	SILVER TOUCH TECHNOLOGIES LIMITED
iv	Category of the Company	Public Limited Company
V	Address of the Registered office & contact details
	Address :	2nd Floor, Saffron, Nr. Panchwati circle, Ambawadi, Ahmedabad, Gujarat - 380 006
	Town / City :	Ahmedabad
	State :	Gujarat
	Country Name :	India
	Telephone (with STD Code) :	07926563158
	Fax Number :	91 79 26561624
	Email Address:	[email protected]
	Website, if any :	www.siIvertouch.com
vi	Whether listed company	Yes (one NSE Emerge SME Platform w.e.f 01st December, 2017)
vii	Name and Address of Registrar & Transfer Agents ( RTA ) :-
	Name of RTA :	Link Intime India Private Limited
	Address :	C- 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.
	Town / City :	Mumbai
	State :	Maharashtra
	Pin Code:	400083
	Telephone :	022- 49186000
	Fax Number :	022-49186060
	Email Address:	[email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover" of the company shall be stated:-

Si. No.	Name & Description of main products/services	NIC Code of the Product / service	% to total turnover of the company
1	Computer programming, consultancy and related activities	62	45%
2	Wholesale trade, except of motor vehicles and motorcycles	46	55%

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

No. of Companies for which information is being filled

Si No.	Name and Address of the Company	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1	Silver Touch Technologies (UK)	NA	Subsidiary	100	Sect. 2(87)(ll)
2	Silver Touch Technologies INC	NA	Subsidiary	100	Sect. 2(87)(ll)
3	Start-N-Excel (Partnership firm)	NA	Subsidiary	0	Sect. 2(87)(ll)
4	Lime Software (UK)	NA	Associate	50	Sect. 2(6)
5	Shark Identity Private Limited	U72900GJ2016 PTC093178	Associate	49	Sect. 2(6)
6	Silvertouch Technologies SAS	NA	Associate	50	Sect. 2(6)

IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter s
(1) Indian
a) Individual/ HUF	0	5595000	5595000	100	8466000	0	8466000	67.22	-32.78
b) Central Govt	0	0	0	0	0	0	0	0	0
c) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp.	0	0	0	0	0	0	0	0	0
e) Banks / Fl	0	0	0	0	0	0	0	0	0
f) Any other	0	0	0	0	0	0	0	0	0
(2) Foreign
a) NRI - Individual/	0	0	0	0	0	0	0	0	0
b) Other - Individual/	0	0	0	0	0	0	0	0	0
c) Bodies Corp.	0	0	0	0	0	0	0	0	0
d) Banks / Fl	0	0	0	0	0	0	0	0	0
e) Any Others	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A)	0	5595000	5595000	100	8466000	0	8466000	67.22	-32.78
B. Public Shareholding
1. Institutions
a) Mutual Funds	0	0	0	0	0	0	0	0	0.00
b) Banks / Fl	0	0	0	0	0	0	0	0	0.00
c) Central Govt	0	0	0	0	0	0	0	0	0.00
d) State Govt(s)	0	0	0	0	0	0	0	0	0.00
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0.00
f) Insurance Companies	0	0	0	0	0	0	0	0	0.00

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
g) Flls	0	0	0	0	0	0	0	0	0.00
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0.00
i) Others (specify)	0	0	0	0	0	0	0	0	0.00
Sub-total (B)(1):-	0	0	0	0	0	0	0	0	0.00
2. Non-Institutions
a) Bodies Corp.
i) Indian	0	0	0	0	1766145	0	1766145	14.02	14.02
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	0	0	0	0	890855	0	890855	7.07	7.07
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	0	0	0	0	1228000	0	1228000	9.75	9.75
c) Others (specify)
i) HUF					156000	0	156000	1.24	1.24
ii) NRI					4000	0	4000	0.03	0.03
iii) Clearing Member					84000	0	84000	0.67	0.67
Sub-total (B)(2):-	0	0	0	0	0	0	4129000	32.78	32.78
Total Public Shareholding (B)=(B)(1) (B)(2)	0	0	0	0	0	0	4129000	32.78	32.78
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0
Grand Total (A B C)	0	5595000	5595000	100	0	0	12595000	100	0

(ii) Shareholding of Promoters & Promoters Group

Sr. No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change in Share holding during the year
		No of shares	% of total shares of the company	% of shares pledged encumbered to total shares	No of shares	% of total shares of the company to total shares	% of shares pledged encumbered
1	VIPUL HARIDAS THAKKAR	1818755	32.51%	0 %	2343510	18.61%	0%	-13.90%
2	JIGNESH AMRITLAL PATEL	1801855	32.20%	0 %	2309710	18.34%	0%	-13.87%
3	MINESH VINODCHANDRA DOSHI	963290	17.22%	0 %	2006500	15.93%	0%	-1.29%
4	PALAK VINUBHAI SHAH	392600	7.02%	0 %	569280	4.52%	0%	-2.50%
5	KAJAL VIPUL THAKKAR	245100	4.38%	0 %	490200	3.89%	0%	-0.49%
6	JOLLY JIGNESH PATEL	262000	4.68%	0 %	524000	4.16%	0%	-0.52%
7	VARSHA MINESH DOSHI	55000	0.98%	0 %	110000	0.87%	0%	-0.11%
8	ZANKHANA PALAKBHAI SHAH	55000	0.98%	0 %	110000	0.87%	0%	-0.11%
9	HARIDAS KARSHANDAS THAKKAR	700	0.01%	0%	1400	0.01%	0%	0.00%
10	AMRATLAL KHODIDAS PATEL	350	0.01%	0%	700	0.01%	0%	0.00%
11	MANJULABEN AMRATLAL PATEL	350	0.01%	0%	700	0.01%	0%	0.00%
	TOTAL	5595000	100.00%	0%	8466000	67.22%	0%	32.78%

iii Change in Promoters'' Shareholding (Including Promoters'' Group) ( please specify, if there is no change)

Sr. No		Shareholding at the beginning of the Year-2017		Transactions during the year		Cumulative Shareholding during the year-2018
		No. of Shares Held	% of Total Shares of The Company	Date of Transaction	No. of Shares	No. of Shares Held	% of total shares of the company
1	VIPUL HARIDAS THAKKAR	1818755	32.51			0	0
	Add: Bon us issue			06 May 2017	1818755	3637510	28.88
	Less: offer for sale			29 Nov 2017	1494000	2143510	17.02
	Add: Transfer			16 Mar 2018	50000	2193510	17.42
	Add: Transfer			31 Mar 2018	150000	2343510	18.61
	AT THE END OF THE YEAR					2343510	18.61
2	JIGNESH AMRITLAL PATEL	1801855	32.20			0	0
	Add: Bon us issue			06 May 2017	1801855	3603710	28.61
	Less: offer for sale			29 Nov 2017	1494000	2109710	16.75
	Transfer			31 Mar 2018	200000	2309710	18.34
	AT THE END OF THE YEAR					2309710	18.34
3	MINESH VINODCHANDRA DOSHI	963290	17.22			0	0
	Add: Bon us issue			06 May 2017	963290	1926580	15.30
	Less: offer for sale			29 Nov 2017	70080	1856500	14.74
	Add: Transfer			16 Mar 2018	49000	1905500	15.13
	Add: Transfer			31 Mar 2018	101000	2006500	15.93
	AT THE END OF THE YEAR					2006500	15.93
4	PALAK VINUBHAI SHAH	392600	7.02			0	0
	Add: Bon us issue			06 May 2017	392600	785200	6.23
	Less: offer for sale			29 Nov 2017	265920	519280	4.12
	Add: Transfer			31 Mar 2018	50000	569280	4.52
	AT THE END OF THE YEAR					569280	4.52
5	JOLLY JIGNESH PATEL	262000	4.68			0	0
	Add: Bon us issue			06 May 2017	262000	524000	4.16
	AT THE END OF THE YEAR					524000	4.16
6	KAJAL VIPUL THAKKAR	245100	4.38			0	0
	Add: Bon us issue			06 May 2017	245100	490200	3.89
	AT THE END OF THE YEAR					490200	3.89

Sr. No		Shareholding at the beginning of the Year-2017		Transactions during the year		Cumulative Shareholding during the year-2018
		No. of Shares Held	% of Total Shares of The Company	Date of Transaction	No. of Shares	No. of Shares Held	% of total shares of the company
7	VARSHA MINESH DOSHI	55000	0.98			0	0.00
	Add: Bon us issue			06 May 2017	55000	110000	0.87
	AT THE END OF THE YEAR					110000	0.87
8	ZANKHANA PALAKBHAI SHAH	55000	0.98			0	0.00
	Add: Bon us issue			06 May 2017	55000	110000	0.87
	AT THE END OF THE YEAR					110000	0.87
9	HARIDAS KARSHANDAS THAKKAR	700	0.01			0	0.00
	Add: Bon us issue			06 May 2017	700	1400	0.01
	AT THE END OF THE YEAR					1400	0.01
10	AMRATLAL KHODIDAS PATEL	350	0.01			0	0.00
	Add: Bon us issue			06 May 2017	350	700	0.01
	AT THE END OF THE YEAR					700	0.01
11	AAANJULABEN AMRATLAL PATEL	350	0.01			0	0.00
	Add: Bon us issue			06 May 2017	350	700	0.01
	AT THE END OF THE YEAR					700	0.01

iv Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No		Shareholding at the beginning of the Year-2017		Transactions during the year		Cumulative Shareholding during the year-2018
		No. of Shares Held	% of Total Shares of The Company	Date of Transaction	No. of Shares	No. of Shares Held	% of total shares of the company
1	GAGANDEEP CREDIT CAPITAL PVT LTD	0.00	0.00			0.00	0.00
	Add: Preferential Allotment			09 Aug 2017	900000	900000	7.15
	AT THE END OF THE YEAR					900000	7.15
2	PARKER MULTI-COMMODITIES (INDIA) PRIVATE LIMITED	0.00	0.00			0	0.00
	Add: Preferential Allotment			09 Aug 2017	300000	300000	2.38
	AT THE END OF THE YEAR					300000	2.38
3	ASE CAPITAL MARKETS LTD.	0.00	0.00			0	0.00
	Transfer			15 Dec 2017	397000	397000	3.15
	Transfer			22 Dec 2017	-84000	313000	2.49
	Transfer			29 Dec 2017	-39000	274000	2.18
	Transfer			05 Jan 2018	6000	280000	2.22
	Transfer			12 Jan 2018	-8000	272000	2.16
	Transfer			19 Jan 2018	-5000	267000	2.12
	Transfer			26 Jan 2018	23000	290000	2.30
	Transfer			02 Feb 2018	52000	342000	2.72
	Transfer			09 Feb 2018	12000	354000	2.81
	Transfer			02 Mar 2018	46000	400000	3.18
	Transfer			09 Mar 2018	49000	449000	3.56
	Transfer			16 Mar 2018	96000	545000	4.33
	Transfer			23 Mar 2018	196000	741000	5.88
	Transfer			31 Mar 2018	-488000	253000	2.01
	AT THE END OF THE YEAR					253000	2.01
4	JHAVERI TRADING a INVESTMENT PVT. LTD.	0.00	0.00			0	0.00
	Transfer			15 Dec 2017	130000	130000	1.03
	Transfer			22 Dec 2017	2000	132000	1.05
	Transfer			29 Dec 2017	11000	143000	1.14
	Transfer			05 Jan 2018	21000	164000	1.30
	Transfer			12 Jan 2018	-6000	158000	1.25
	Transfer			19 Jan 2018	-2000	156000	1.24

Sr. No		Shareholding at the beginning of the Year-2017		Transactions during the year		Cumulative Shareholding during the year-2018
		No. of Shares Held	% of Total Shares of The Company	Date of Transaction	No. of Shares	No. of Shares Held	% of total shares of the company
	Transfer			16 Mar 2018	-28000	128000	1.02
	Transfer			31 Mar 2018	-24000	104000	0.83
	AT THE END OF THE YEAR					104000	0.83
5	NIMISH DEEPAK BROKER	0.00	0.00			0	0.00
	Transfer			08 Dec 2017	95000	95000	0.75
	Transfer			15 Dec 2017	5000	100000	0.79
	AT THE END OF THE YEAR					100000	0.79
6	AKSHAY JAYANTILAL DOSHI	0.00	0.00			0	0.00
	Add: Preferential Allotment			09 Aug 2017	100000	100000	0.79
	AT THE END OF THE YEAR					100000	0.79
7	AGAM JIGNESH SHAH	0.00	0.00			0	0.00
	Transfer			08 Dec 2017	81000	81000	0.64
	AT THE END OF THE YEAR					81000	0.64
8	AJAYKUAAAR RASIKLAL SHAH	0.00	0.00			0	0.00
	Transfer			08 Dec 2017	35000	35000	0.28
	Transfer			12 Jan 2018	10000	45000	0.36
	Transfer			23 Feb 2018	13000	58000	0.46
	Transfer			09 Mar 2018	13000	71000	0.56
	AT THE END OF THE YEAR					71000	0.56
9	SAGAR RAJESHBHAI JHAVERI	0.00	0.00			0	0.00
	Transfer			08 Dec 2017	18000	18000	0.14
	Transfer			22 Dec 2017	24505	42505	0.34
	Transfer			29 Dec 2017	167	42672	0.34
	Transfer			05 Jan 2018	328	43000	0.34
	Transfer			19 Jan 2018	26000	69000	0.55
	AT THE END OF THE YEAR					69000	0.55
10	NIMIT JAYENDRABHAI SHAH	0.00	0.00			0	0.00
	Transfer			08 Dec 2017	6000	6000	0.05
	Transfer			22 Dec 2017	8000	14000	0.11
	Transfer			31 Mar 2018	50000	64000	0.51
	AT THE END OF THE YEAR					64000	0.51

v Shareholding of Directors and Key Managerial Personnel:

Sr. No		Shareholding at the beginning of the Year-2017		Transactions during the year		Cumulative Shareholding during the year-2018
		No. of Shares Held	% of Total Shares of The Company	Date of Transaction	No. of Shares	No. of Shares Held	% of total shares of the company
1	VIPUL H THAKKAR	1818755	32.51			0	0
	Add: Bonus issue			06 May 2017	1818755	3637510	28.88
	Less: offer for sale			29 Nov 2017	1494000	2143510	17.02
	Add: Transfer			16 Mar 2018	50000	2193510	17.42
	Add: Transfer			31 Mar 2018	150000	2343510	18.61
	AT THE END OF THE YEAR					2343510	18.61
2	JIGNESH A PATEL	1801855	32.20			0	0
	Add: Bonus issue			06 May 2017	1801855	3603710	28.61
	Less: offer for sale			29 Nov 2017	1494000	2109710	16.75
	Transfer			31 Mar 2018	200000	2309710	18.34
	AT THE END OF THE YEAR					2309710	18.34
3	MINESH V DOSHI	963290	17.22			0	0
	Add: Bonus issue			06 May 2017	963290	1926580	15.30
	Less: offer for sale			29 Nov 2017	70080	1856500	14.74
	Add: Transfer			16 Mar 2018	49000	1905500	15.13
	Add: Transfer			31 Mar 2018	101000	2006500	15.93
	AT THE END OF THE YEAR					2006500	15.93
4	PALAK VINUBHAI SHAH	392600	7.02			0	0
	Add: Bonus issue			06 May 2017	392600	785200	6.23
	Less: offer for sale			29 Nov 2017	265920	519280	4.12
	Add: Transfer			31 Mar 2018	50000	569280	4.52
	AT THE END OF THE YEAR					569280	4.52

VI INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the beginning of the financial year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtness
i) Principal Amount	14,25,09,721	2,55,39,708	-	16,80,49,429
ii) Interest due but not paid	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	14,25,09,721	2,55,39,708	-	16,80,49,429
Change in Indebtedness during the financial year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtness
* Addition	-	18,40,691	-	18,40,691
* Reduction	(6,79,03,572)	-	-	(6,79,03,572)
Net Change	(6,79,03,572)	18,40,691	-	(6,60,62,881)
Indebtedness at the end of the financial year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtness
i) Principal Amount	11,39,217	1,59,63,389	-	1,71,02,606
ii) Interest due but not paid		-	-
iii) Interest accrued but not due		-	-
Total (i ii iii)	11,39,217	1,59,63,389	-	1,71,02,606

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. no.	Particulars of Remuneration	Name of MD/WTD/ Manager						Total Amount
		Mr. Vipul Thakkar	Mr. Jignesh Patel	Mr. Minesh Doshi	Mr. Palak Shah	Mr. Himanshu Jain	Mr. Vijaykumar Shah
1	Gross salary	4080000	4080000	3600000	3600000	2065000	2333340	19758340
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	4080000	4080000	3600000	3600000	2065000	2333340	19758340
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0	0	0	0	0
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	0	0	0	0	0	0	0
2	Stock Option	0	0	0	0	0	0	0
3	Sweat Equity	0	0	0	0	0	0	0
4	Commission	0	0	0	0	0	0	0
	- as % of profit	0	0	0	0	0	0	0
	- others, specify	0	0	0	0	0	0	0
5	Others, please specify	0	0	0	0	0	0	0
	Total (A)	4080000	4080000	3600000	3600000	2065000	2333340	19758340
Ceiling as per the Act		10% of the net profit of the Company calculated in accordance with section 198 (read with Schedule V) of the Companies Act, 2013.

B. Remuneration to other directors: Nil

Sr. no.	Particulars of Remuneration	Name of Directors			Total Amount
		Mr. Harivadan Thakar	Mr. Ronak Shah	Dr Gayatri M Doctor
1	Independent Directors
	Fee for attending board committee meetings	0	0	0	0
	Commission	0	0	0	0
	Others, please specify	0	0	0	0
	Total (1)	0	0	0	0
2	Other Non-Executive Directors
	Fee for attending board committee meetings	0	0	0	0
	Commission	0	0	0	0
	Others, please specify	0	0	0	0
	Total (2)	0	0	0	0
	Total(B)=(1 2)	0	0	0	0
Total Managerial Remuneration (A) (B)					0
Overall Ceiling as per the Act			10% of the net profit of the Company calculated in accordance with section 198 (read with Schedule V) of the Companies Act, 2013.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. no.	Particulars of Remuneration	Key Managerial Personnel
		CEO	Company Secretary (Navin Panchal from 06/04/2017 to 04/10/2017)	Company Secretary (Dipesh Solanki from 05/10/2017 to 31/03/2018)	CFO	Total
1	Gross salary	NA	4,50,000	1,30,000	3600000	41,80,000
	(a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act, 1961	NA
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	NA	_		_	_
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	NA	_		_	_
2	Stock Option	NA	-		-	-
3	Sweat Equity	NA	-		-	-
4	Commission	NA	-		-	-
	- as % of profit	NA	-		-	-
	- others, specify...	NA	-		-	-
5	Others, please specify	NA	-		-	-
	Total	NA	4,50,000	1,30,000	36,00,000	41,80,000

Note : Mr. Palak V. Shah, Whole Time Director is also CFO of the Company. In Aggregate he receives Rs. 36,00,000 P.A. as Whole Time Director Cum CFO.

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made.if any (give Details)
A. COMPANY
Penalty	NA	NA	NA	NA	NA		NA	NA
Punishment	NA	NA	NA	NA	NA		NA	NA
Compounding	NA	NA	NA	NA	NA		NA	NA
B. DIRECTORS
Penalty	NA	NA	NA	NA	NA		NA	NA
Punishment	NA	NA	NA	NA	NA		NA	NA
Compounding	NA	NA	NA	NA	NA		NA	NA
C. OTHER OFFICERS IN DEFAULT
Penalty	NA	NA	NA	NA	NA		NA	NA
Punishment	NA	NA	NA	NA	NA		NA	NA
Compounding	NA	NA	NA	NA	NA		NA	NA

ANNEXURE-C

Particulars of the Employees Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18.

Sr. No.	Name of the Director	Remuneration (Per Annum)	Median Remuneration	Ratio
1	Mr Vipul H Thakkar (Chairman & Managing Director)	40,80,000	4,62,012	8.83:1
2	Mr Jignesh A Patel (Whole-Time Director)	40,80,000	4,62,012	8.83:1
3	Mr Minesh V Doshi (Whole-Time Director)	36,00,000	4,62,012	7.79:1
4	Mr Palak V Shah (Whole-Time Director)	36,00,000	4,62,012	7.79:1
5	Mr Himanshu Jain (Whole-Time Director)	20,65,000	4,62,012	4.47:1
6	Mr Vijaykumar K Shah (Whole-Time Director w.e.f 01/06/2018)	NA	4,62,012	NA
7	Mr Ronak S Shah (Independent Director)	NA	4,62,012	NA
8	Mr Harivadan P Thaker (Independent Director)	NA	4,62,012	NA
9	Dr Gayatri M Doctor (Independent Director)	NA	4,62,012	NA

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18.

Sr. No.	Name of the Director/KMP	Designation	% Increase
1.	Mr Vipul H Thakkar	Chairman & Managing Director	13.33%
2.	Mr Jignesh A Patel	Whole-Time Director	13.33%
3.	Mr Minesh V Doshi	Whole-Time Director	9.09%
4.	Mr Palak V Shah	Whole-Time Director	9.09%
5.	Mr Himanshu Jain	Whole-Time Director	21.43%
6.	Mr Vijaykumar K Shah (w.e.f 01/06/2018)	Whole-Time Director	NA
7.	Mr Ronak S Shah	Independent Director	NA
8.	Mr Harivadan P Thaker	Independent Director	NA
9.	Dr Gayatri M Doctor	Independent Director	NA
10.	Mr Navinchandra Panchal (From 06/04/2017 to 04/10/2017)	Company Secretary	NA
11.	Mr Dipesh H Solanki (From 05/10/2017 onwards)	Company Secretary	NA

iii. The percentage increase in the median remuneration of employees in the financial year 2017-18. The percentage increase in the median remuneration of employees in the financial year 2017-18 is 10.5% iv. The number of permanent employees on the rolls of company in the Financial Year 2017-18.

The Company has 321 permanent employees on its rolls;

Note: The details of the Employees who have served the Company for at least 12 Months as on 31.03.2018 are taken into consideration.

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Average remuneration increase for non-managerial personnel of the Company during the financial year was 13% and the average remuneration increase for the managerial personnel was 8%. Remuneration increase is dependent on the Company''s performance as a whole, individual performance level and also market benchmarks.

vi. Affirmation that the remuneration is as per the remuneration policy of the company.

It is affirmed that the remuneration paid is as per the remuneration policy of the company.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014

Sr No	Name of the Employee	Designation	Remuneration Per Annum (CTC basis) (In Rupees)
1.	Mr Mihir Joshi	Sr VP Business Development	15,00,000
2.	Mr Rachit Patel	Sr Project Manager	15,00,000
3.	Mr Sanjay Kumar Bamel	Project Manager	14,88,000
4.	Mr Amit Desai	Associate Vice President Sales	14,40,000
5.	Mr Ankit Desai	Sr BDM	13,80,000
6.	Mr Vikas Sharma	Social Media Manager	13,20,000
7.	Mr Ajay Jagad	Project Manager	12,60,000
8.	Mr Rohan Pawaskar	Sr Business Analyst	12,29,988
9.	Mr Niraj Dave	Project Leader	12,00,000
10.	Mr Prakash Patni	Project Leader	11,16,000