Directors Report of Spectrum Talent Management Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the Thirteenth (13^th)
Annual Report of your Company (Spectrum Talent Management

Limited) on business and operations of the Company along with
the Audited Standalone and Consolidated Financial Statements
and the Auditor''s Report for the year ended March 31, 2025 (Year
under review). Consolidated performances of the Company, and
its Subsidiaries have been referred to wherever required.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the Financial Year ended 31st March, 2025 is summarized below:

Particulars	Standalone		Consolidated
	2023-24	2024-25	2023-24	2024-25
Revenue from operation	99,898.70	1,25,336.03	1,01,620.10	1,27,013.51
Other Income	259.30	328.22	246.10	325.06
Total Income	1,00,158.00	1,25,664.25	1,01,866.20	1,27,338.57
Total Expense	99,228.00	1,24,881.00	1,00,862.60	1,26,520.43
Profit before Tax (PBT)	930.00	783.22	1,003.60	818.20
Provision for Tax- Current	3.50	10.07	17.70	10.07
-Deferred	(174.20)	84.30	(174.20)	84.25
Profit after Tax	1,100.70	688.80	1,159.00	723.82
Balance bought forward	1,100.70	688.80	1,159.00	723.82
Balance carried forward	1,100.70	688.80	1,159.00	723.82

1.1 State of the Company''s Affairs

During the year under review, revenue from operations
has increased to Rs. 1,25,336.03 Lakhs in comparison to Rs.
99,898.70 Lakhs in last financial year. Profit before tax decreased
to Rs. 783.22 Lakhs in comparison to Rs. 930.00 Lakhs in last
financial year. Profit after tax also decreased to Rs. 688.80 Lakhs
in comparison to Rs. 1,100.70 Lakhs in preceding Financial Year.

Consolidated turnover stood at Rs. 1,27,013.51 Lakhs as Compared
to Rs. 1,01,620.10 Lakhs in the preceding Financial and consolidated
profit after tax stood at Rs. 723.82 Lakhs as compared to Rs.
1159.00 Lakhs

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial
position of the company have occurred from the closure of the
financial year till the date of this report.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company,
which is engaged in the business of providing personnel''s,
whether skilled, semi-skilled or unskilled, anywhere in India and
subject to the permission of Reserve Bank of India, Outside India

to any institution, concern, society, body firm, association whether
incorporated or not, department of government-central as well as
state, public or local authority, trust, industry or any other person
or group.

4. CAPITAL EXPENDITURE INCURRED DURING THE YEAR
AND ITS IMPACT ON THE LIQUIDITY OF THE COMPANY

There is no such capital expenditure incurred during the year
which has any impact on the liquidity of the Company.

5. CONSOLIDATED ACCOUNTS

Consolidated Financial Statements are prepared in accordance
with the provisions of the Companies Act, 2013 read with
accounting standards (AS) Consolidated Financial Statements, AS
Investment in Subsidiary. Consolidated Financial Statements for
the Financial Year 2024-25 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of
the financial statements of associate companies and material
subsidiary company is annexed (Annexure - 1). Consolidated
Financial Statements have been prepared on the basis of audited
annual financial statements of your Company and its material
subsidiary for the purpose of consolidation of accounts as per the
requirement of Accounting Standards.

6. DIVIDEND AND RESERVES

Your Directors would like to use the profits earned for purpose of
enhancing business and hence do not propose any dividend for
the Financial Year under review. No amount has been transferred
to reserves and the profit for the year has been retained in the
surplus forming part of the reserves of the Company.

6.1. Transfer of unclaimed dividend into Investor Education
& Protection Fund (IEPF)

There were no unpaid/unclaimed dividends declared and paid
in previous years and hence the provisions of Section 125 of the
Companies Act, 2013 do not apply for the year under review.

7. SUBSIDIARY AND ASSOCIATE COMPANIES

As at 31^st March, 2025, your Company has one subsidiaries i.e. STM
Consulting Inc. USA

Above material subsidiary is inter-alia engaged in the business of
providing personnel''s, whether skilled, semi-skilled or unskilled.

8. Annual Audited Accounts of Material Subsidiary are
available at the registered office of the Company and will
be provided to the member(s), if interested, to obtain the
same. Audited Annual Financial Statements of Material
subsidiary company are also available on website of the
Company i.e. www.stmpl.co.in.

8.1. Report on performance of Material Subsidiary and business
details are given in the Management Discussion and Analysis
Report.

9. PUBLIC DEPOSITS

During the Financial Year ended 31^st March, 2025, the Company
has not accepted any deposit falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of

Directors) Rules, 1988, were not applicable to the Company during
the year under review.

Foreign Exchange Earnings and Outgo (Fig. in Millions)

Foreign exchange earnings: Rs. 5,628.50/-
Foreign exchange outgo: Rs. 3.22/-

11. SHARE CAPITAL

11.1 The Authorized Share Capital of the Company is
Rs.24,75,00,000/- (Rupees Twenty-four crore Seventy Five lakhs
Only) divided into 2,47,50,000 (Rupees Two crore Forty Seven lakhs
Fifty Thousand Only) Equity Shares of Rs.10/- (Rupees Ten) each.

The Company has issued and allotted 51,85,600 Equity shares of
Rs 10/- each at a price of Rs 173/- per share through initial public
offer aggregating to Rs 89.71/- crore. Subsequent to completion of
the IPO, the paid-up share capital of the company increased from
Rs.179.07 lakhs shares Rs. 10/- each) to Rs. 230.93/- (Rupees Two
crore ten lakh only)

The actual net issue proceeds after deducting the issue expenses
is Rs 79.03 crore. As on 31st March, 2025 the company has utilized
the amount of Rs.84.27 crore and remaining unutilized amount of
Rs 5.4408 crore lying in the General Corporate Purpose with the
bank.

11.1. PREFERENTIAL ISSUE OF EQUITY SHARES:

During the year under review, pursuant to the shareholders''
approval granted at the Extra-Ordinary General Meeting on
December 6, 2024, the Company allotted 15,00,000 (Fifteen
lakhs only) equity shares through a preferential issue on a private
placement basis. The shares were issued at a price of 165 (Rupees
One Hundred Sixty Five) each, which includes a premium, with a
face value of Rs.10/ - (Rupees Ten only).

The Board of Directors in its meeting held on November 14, 2024
has allotted convertible warrants to following allottees as detailed
below to:

Sl.	Name of the Proposed Allottees	Category	Warrants Quantity*
Promoter/ Promoter Group
1	Vidur Gupta	Individual	3,75,000
2	Sidharth Agarwal	Individual	3,75,000
Total(A)			7,50,000
B.	Non- Promoters, Public
1	Eminence Global Fund PCC-Eubilia Capital Partners Fund I	FPI	2,50,000
2	North Star Opportunities Fund VCC-Bull Value Incorporated VCC Sub-Fund	FPI	2,50,000
3	Multitude Growth Funds Limited	FPI	2,50,000
Total(B)			7,50,000
Total (A B)			15,00,000

The total consideration for this acquisition was Rs. 24,75,00,000/-
(Rupees Twenty Four Crores and Seventy-Five Lakhs Only).
As stated above, the allotment was made in consideration of
shares of the Company. The Company has not raised any funds
through qualified institutions placement and also there are no
unutilized amount w.r.t. the funds raised by the Company through
preferential allotment as specified under Regulation 32 (7A) of
SEBI Listing Regulations during the year.

12. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the
Company with related parties were in ordinary course of the
business and at arm''s length basis.

All transactions with related parties were reviewed and approved
by the Audit Committee and the Board and are in accordance
with the policy on related party transactions formulated by the
Company.

There are no material significant related party transactions that may
have potential conflict of interest with interest of the Company at
large. The details of related party transactions as per AS are set out
in the notes of accounts of the Audited Annual Financial Statements
of the Company forming part of this Annual Report.

During FY25, your Company has not entered into any transactions
with related parties which could be considered material in terms
of Section 188 of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act,
in Form AOC 2, is not applicable.

However as required, Form AOC-2, as required under Section 134
(3) (h) of the Companies Act, 2013, is annexed as Annexure-2.

13. ANNUAL RETURN

The Annual Return of the Company as prescribed under Section
92(3) read with Section 134(3)(a) of the Companies Act, 2013 is
available on website of the Company i.e. www.stmpl.co.in.

14. DIRECTORS AND KEY MANAGERIAL

14.1 Appointment and Resignation/Cessation/ Change in
designation of the directors.

There was no instance of Appointment/Resignation/Cessation/
Change in designation of any director taken place during the
financial year 2024-25.

14.2 Change in the composition of Board of Directors

There was no change in the composition of Board of Directors of
the Company, during the financial year under review.

14.3 Reappointment / Confirmation of appointment of
Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013

and Articles of Association of the Company, Rajesh Gupta (DIN:
00295396) Directors of the Company, are retiring by rotation at
the 13^th Annual General Meeting and being eligible, offers himself
for re-appointment.

Detailed profile of appointee Directors is given in note No.20
in the notes annexed with Notice of Annual General Meeting
together with justification/rationale for such appointment/ re¬
appointment.

Accordingly, your directors recommend the appointment/ re¬
appointment of aforesaid directors for approval of the members.

14.4 Key Managerial Personnel

Shri Vidur Gupta- Managing Director, Shri Sidharth Agarwal,
Whole-Time Director cum CFO, Shri Atanu Banerjee, CEO and
Shri Nitesh Anand, Company Secretary are the Key Managerial
Personnel of the Company in accordance with the provisions
of Section 2(51) and 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

14.5 Appointment and Resignation/Cessation of the KMP.

There was no instance of resignation of any KMP taken place
during the financial year 2024-25.

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

All Independent Directors have furnished declarations that
they meet the criteria of independence and they are registered
members of the Independent Directors'' Databank as laid down
under Section 149(6) of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors)
Rules, 2014 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

16. BOARD MEETINGS

16.1. Number of Board Meetings

During the year under review, Board of Directors of the Company
met 4 (Four) times i.e. 25.05.2024, 23.08.2024, 14.11.2024 and
30.01.2025.

16.2. Annual Evaluation

Your Company has carried out its own annual performance
evaluation and also of the directors individually, as well as that
of working of the Committees, in accordance with the provisions
of the Companies Act, 2013 read with applicable provisions of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

16.3 Separate meeting of Independent Directors

During the year under review, a separate meeting of Independent
Directors without the attendance of Non-Independent Directors
and members of the Management, was held on 15^th March, 2025,

as required under Schedule IV of the Companies Act, 2013, (Code
for Independent Directors) read with Regulations 25(3) of the SEBI
(Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of
the Non-Independent Directors, Chairman of the Company and
the Board as a whole.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for the
year ended 31^st March, 2025, all the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b) they had selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

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

e) 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

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

18. AUDITORS

18.1 Statutory Auditors

B. Chhawchharia & Co. Chartered, (Firm Regn No. 013163N), were
appointed as Statutory Auditors of the Company for their first term
of five years in the 7th Annual General Meeting, to hold office till
the conclusion of 12th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required
under Section 139 and 141 of the Companies Act, 2013 and the
rules made thereunder, to continue and hold office as auditors.

Further, members of the Company in its AGM held on 24^th
September, 2024 on recommendation of its Board of Directors

and Audit Committee has re-appointed B. Chhawchharia & Co.
Chartered as the Statutory Auditors of the Company pursuant to
Section 139 of the Act for a second term 5 (five) years to hold office
from the conclusion of the ensuing till the conclusion of 17th AGM
of the Company to be held in the year 2029.

18.2 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial
Statements (Standalone and Consolidated) for the Financial
Year ended on 31^st March, 2025 are self-explanatory and do not
contain any qualification(s), reservation(s) or adverse remark(s)
or disclaimer, which call for any comment(s) from the Board of
Directors as required under Section 134 of the Companies Act,
2013.

18.3 Fraud Reporting

During the year under review, no incidence of fraud has been
reported by the Auditors to Audit Committee of the Board.

19. REPORT ON INTERNAL FINANCIAL CONTROLS ON
FINANCIAL REPORTING

In the opinion of Statutory Auditors, the Company has, in all
material aspects, an adequate internal financial control system
over financial reporting and such internal financial control systems
over financial reporting were operating effectively as at 31^st March,
2025. Reference may be made to the Independent Auditors
Report.

20. SECRETARIAL AUDITORS AND THEIR REPORT

Board of Directors of your Company has appointed M/s Vijay K.
Singhal & Associates, Company Secretaries, as Secretarial Auditors
to carry out Secretarial Audit of the Company and for the Financial
Year 2024-25. Based on the audit carried out by Secretarial
Auditors, they have submitted their report(s), which are annexed
herewith as (Annexure-3) and forms part of this Boards'' Report.
Report(s) of Auditors are self-explanatory and do not contain any
qualification, reservation or adverse remark.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the provisions of applicable
Secretarial Standard I and Secretarial Standard II, issued and
notified by the Institute of Company Secretaries of India (ICSI).

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place
for ensuring proper and efficient conduct of its business, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the records and the
timely preparation of reliable financial information. The Company
has adopted accounting policies, which are in line with the

Accounting Standards and the Companies Act, 2013.

An extensive risk-based programme of internal audit and
management reviews provides assurance to the Board regarding
the adequacy and efficacy of internal controls. The internal audit
plan is also aligned to the business objectives of the Company. Shri
Saurav Saxena, Chartered Accountants, are the Internal Auditor
of the company. In addition they are also reporting in respect
of Internal Financial Controls and certifying that such Financial
Controls are adequate and are operating effectively.

23. INTERNAL CONTROL SYSTEMS

The Company has effective and adequate internal control systems
covering all areas of operations. The Internal control system
provides for well documented policies/guidelines, authorizations
and approval procedures. The Internal control system provides
a reasonable assurance with regard to maintaining of proper
accounting controls, protecting assets from unauthorized use
and compliance of statutes.

Such internal control system is also reviewed for its adequacy
and effectiveness through internal audit carried out at various
locations.

24. INTERNAL AUDITORS AND REPORTING

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014, Shri Saurav Saxena is appointed as Internal Auditor of the
Company for the financial year 2024-25, on terms and conditions
as may be mutually agreed between Shri Saurav Saxena and the
Company. Internal audit ensures that the systems designed and
implemented, provide reasonable assurances to the adequacy of
the internal controls commensurate with the size and operations
of the Company. The observations, arising out of audit, are
periodically reviewed and compliance ensured.

25. RISK MANAGEMENT FRAMEWORK

Pursuant to the requirement of the Companies Act, 2013 & rules
made thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has a well
defined Risk Management Policy. Your Company recognizes
risk management as an integral component of good corporate
governance and fundamental in achieving its strategic and
operational objectives. The policy is intended to improve decision
making, define opportunities and to mitigate material events that
may impact shareholder value. Your Company has taken adequate
insurance to protect its assets.

26. COST AUDIT

Since your Company is engaged in the business of supply of
manpower provisions regarding maintenance of cost records
as specified by the Central Government under Section 148 of
the Companies Act, 2013 and rules made thereunder, are not
applicable.

27. COMMITTEES OF BOARD OF DIRECTORS
27.1 AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies
Act, 2013 read with Regulation 18 of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has a qualified and independent
Audit Committee. All recommendations of the Audit Committee
were accepted by the Board of Directors of the Company.

27.2 NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has constituted Nomination
and Remuneration Committee.

27.3 STAKEHOLDERS RELATIONSHIP COMMITTEE

The company has constituted the Stakeholders Relationship
Committee as per the provision of section 178 of Companies
Act, 2013 and as per Regulation 20 SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Link of committees is as under: https://stmpl.co.in/pdf/investors/
Committees.docx.pdf

28. VIGIL MECHANISM

In accordance with Section 177 (10) of the Companies Act, 2013
and Regulation 22 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015, Whistle Blower-cum-Vigil Mechanism Policy for the Directors
and the Employees as adopted by the Board, is in place and
implemented. Details of aforesaid policy are given in the Corporate
Governance Report. Such policy has also been uploaded on the
website of the Company vide link:- www.stmpl.co.in.

29. PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013 & RULES MADE THEREUNDER

Your Company has not given any loans, guarantees or made
investments during the year under review. Investments in other
body corporates made before the financial year 2024-25 were
within the ambit of Section 186 of the Companies Act, 2013.

30. NOMINATION AND REMUNERATION POLICY

Your Company has Nomination and Remuneration Policy in place
for selection, appointment and remuneration of the Directors, Key
managerial personnel and senior management employees of the
Company. The Company''s remuneration policy is driven by the
success and performance of the individual employee and growth
of the Company. Such policy has also been uploaded on website
of the Company www.stmpl.co.in

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming the part of
the Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the Financial Year ended on 31^st March, 2025, the Company
has incurred CSR expenditure of Rs. 31.00 Lakhs. CSR initiatives
taken were under the thrust areas as defined under schedule
VII the Companies Act, 2013 and as per Companies CSR Policy.
Annual Report on the CSR activities undertaken by the Company
is annexed as Annexure 4 to this report.

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

The Company''s policy on prevention of sexual harassment
at workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder. Pursuant
to the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder an Internal Complaint Committee has been set up to
receive & redress the complaints regarding sexual harassment
under the aforesaid Act. All employee (permanent, contractual,
temporary, trainees) is covered under the policy.

There was no complaint received from any employee during the
Financial Year 2024-25 and hence, no complaint is outstanding as
at the end of the year for redressal.

Disclosures in relation to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 with
respect to FY 2024-25 is as under:-

1.	Number of complaints pending at the beginning of the financial year	NIL
2.	Number of complaints filed during the financial year	NIL
3.	Number of complaints disposed off during the financial year	NIL
4.	Number of cases pending for more than ninety days	NIL
5.	Number of complaints pending at the end of the financial year	NIL

Maternity Benefit Act

Your Company has complied with all applicable provisions of the
Maternity Benefit Act, 1961.

34. HUMAN RESOURCES

At the end of March 2025, the total employee strength of the
Company was More than 35,228 The Company''s focus is to drive
each employee to be more focused and productive. Regular
training programs at various levels are in operation. Incentives
are given wherever required to motivate staff to meet Company''s
overall objectives.

35. REMUNERATION DISCLOSURES

Disclosures pertaining to remuneration and other details as required
under Section 197 (12) of the Companies Act, 2013 and Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed as Annexure-5 to this Report.

36. ORDERS PASSED BY REGULATORS/COURTS/
TRIBUNALS

No significant or material orders have been passed by the
regulators, courts, tribunals etc., against the Company, which
adversely impact the financial position, going concern status of
the Company and its future operations.

37. GENERAL

During the year under review:¬
- There was no proceeding pending under the Insolvency and
Bankruptcy Code, 2016; and

- There was no instance of onetime settlement with any Bank
or Financial Institution.

38. ACKNOWLEDGMENT

The Directors wish to convey their thanks to various Central and
State Government departments, Organizations and Agencies for
the continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers,
Bankers, Suppliers, Manufactures and all other stakeholders for
their continuous support given by them to the Company and their
confidence in its management. The Directors place on record their
sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Spectrum Talent Management Limited

Vidur Gupta Sidharth Agarwal

Date: 12.08.2025 Managing Director Whole-Time Director

Place: Noida DIN: 05213073 DIN: 05213023

---

Mar 31, 2024

Your Directors have the pleasure in presenting the Twelfth (12^th) Annual Report of your Company (Spectrum Talent Management Limited) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Report for the year ended March 31, 2024 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.

1. Financial Highlights

The Company''s financial performance for the Financial Year ended 31st March, 2024 is summarized below:

Particulars	(?In Lakhs)
	Standalone		Consolidated
	2022-23	2023-24	2022-23	2023-24
Revenue from operation	75,276.94	99,898.70	76,803.66	1,01,620.10
Other Income	84.85	259.30	76.81	246.10
Total Income	75,361.79	1,00,158.00	76,880.48	1,01,866.20
Total Expense	73,241.24	99,228.00	74,662.60	1,00,862.60
Profit before Tax (PBT)	2,120.55	930.00	2,217.88	1,003.60
Provision for Tax- Current	66.70	3.50	85.16	17.70
-Deferred	(648.59)	(174.20)	(648.59)	(174.20)
Profit after Tax	2,702.44	1,100.70	2,781.54	1,159.00
Other Comprehensive Income
Total comprehensive Income
Non-controlling interest
Balance bought forward	2,702.44	1,100.70	2,781.54	1,159.00
Dividend
Transfer to General reserve
Balance carried forward	2,702.44	1,100.70	2,781.54	1,159.00

1.1 State of the Company''s Affairs

During the year under review, revenue from operations has increased to Rs. 99,898.70 Lakhs in comparison to Rs. 75276.94 Lakhs in last financial year. Profit before tax decreased by to

Rs. 930.00 Lakhs in comparison to Rs. 2120.55 Lakhs in last financial year. Profit after tax also decreased to Rs. 1100.70 Lakhs in comparison to Rs. 2,702.44 Lakhs in preceding Financial Year.

Consolidated turnover stood at Rs. 10,1866.20 Lakhs as Compared to Rs. 76880.48 Lakhs in the preceding Financial and consolidated profit after tax stood at Rs. 1159.00 Lakhs as compared to Rs. 2,781.54 Lakhs.

2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTNG THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred from the closure of the financial year till the date of this report except the fact that your Company is now listed on National Stock Exchange of India Limited w.e.f. 22.06.2023.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company, which is engaged in the business of providing personnel''s, whether skilled, semi-skilled or unskilled, anywhere in India and subject to the permission of Reserve Bank of India, Outside India to any institution, concern, society, body firm, association whether incorporated or not, department of government-central as well as state, public or local authority, trust, industry or any other person or group.

4. CAPITAL EXPENDITURE INCURRED DURING THE YEAR AND ITS IMPACT ON THE LIQUIDITY OF THE COMPANY

There is no such capital expenditure incurred during the year which has any impact on the liquidity of the Company.

5. CONSOLIDATED ACCOUNTS

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with accounting standards (AS) Consolidated Financial Statements, AS Investment in Subsidiary. Consolidated Financial Statements for the Financial Year 2023-24 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of associate companies and material subsidiary company is annexed (Annexure - 1). Consolidated Financial Statements have been prepared on the basis of audited annual financial statements of your Company and its material subsidiary for the purpose of consolidation of accounts as per the requirement of Accounting Standards.

6. DIVIDEND AND RESERVES

Your Directors would like to use the profits earned for purpose of enhancing business and hence do not propose any dividend for the Financial Year under review. No amount has been transferred to reserves and the profit for the year has been retained in the surplus forming part of the reserves of the Company.

6.1. Transfer of unclaimed dividend into Investor Educatio & Protection Fund (IEPF)

There were no unpaid/unclaimed dividends declared and paid in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply for the year under review.

7. SUBSIDIARY AND ASSOCIATE COMPANIES

As at 31st March, 2024, your Company has two subsidiaries as detailed below:-

a) STM Consulting Inc. USA

b) TM Consulting Limited (U.K) (is in process of Strike- off)

Above material subsidiary are inter-alia engaged in the business of providing personnel''s, whether skilled, semi-skilled or unskilled.

8. ANNUAL AUDITED ACCOUNTS OF MATERIAL SUBSIDIARY ARE AVAILABLE AT THE REGISTERED OFFICE OF THE COMPANY AND WILL BE PROVIDED TO THE MEMBER(S), IF INTERESTED, TO OBTAIN THE SAME. AUDITED ANNUAL

FINANCIAL STATEMENTS OF MATERIAL SUBSIDIARY COMPANY ARE ALSO AVAILABLE ON WEBSITE OF THE COMPANY I.E. www.stmpl.co.in.

8.1 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

8.2 During the year under review, the company is in the process of winding up of the operations of one of its subsidiary i.e. STM Consulting Limited (U.K.).

9. PUBLIC DEPOSITS

During the Financial Year ended 31st March, 2024, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review.

Foreign Exchange Earnings and Outgo (Fig. in Millions)

Foreign exchange earnings: Rs.3424.96/-

Foreign exchange outgo: Rs.2.48/-

11. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.24,75,00,000/- (Rupees Twenty four crore Seventy Five lakhs Only) divided into 2,47,50,000 (Rupees Two crore Forty Seven lakhs Fifty Thousand Only) Equity Shares of Rs.10/- (Rupees Ten) each.

The Company has issued and allotted 51,85,600 Equity shares of Rs 10/- each at a price of

Rs 173/- per share through initial public offer aggregating to Rs 89.71/- crore. Subsequent to completion of the IPO, the paid-up share capital of the company increased from Rs.179.07 lakhs shares Rs. 10/- each) to Rs. 230.93/-(Rupees Two crore ten lakh only)

The net issue proceeds after deducting the issue expenses is Rs 79.06 crore. As on 31st March, 2024 the company has utilized the amount of Rs.72.94 crore and remaining unutilized amount of Rs 6.12 crore lying in the fixed deposits with the bank.

12. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm''s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per AS are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.

During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

However as required, Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, is annexed as Annexure-2.

13. ANNUAL RETURN

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company i.e. www. stmpl.co.in.

14. DIRECTORS AND KEY MANAGERIAL

14.1 Appointment and Resignation/Cessation/ Change in designation of the directors.

There was no instance of Appointment/Resignation/ Cessation/ Change in designation of any director taken place during the financial year 2023-24.

14.2 Change in the composition of Board of Directors

There was no change in the composition of Board of Directors of the Company, during the financial year under review.

14.3 Reappointment / Confirmation of appointment of Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Rajeev Agarwal (DIN: 00107401) Directors of the Company, are retiring by rotation at the 12th Annual General Meeting and being eligible, offers himself for re-appointment.

Detailed profile of appointee Directors is given in note No.17 in the notes annexed with Notice of Annual General Meeting together with justification/ rationale for such appointment/ re-appointment.

Accordingly, your directors recommend the appointment/ re-appointment of aforesaid directors for approval of the members.

14.4 Key Managerial Personnel

Shri Vidur Gupta- Managing Director, Shri Sidharth Agarwal, Whole-Time Director cum CFO, Shri Atanu Banerjee, CEO and Shri Nitesh Anand, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14.5 Appointment and Resignation/Cessation of the KMP Cessation of KMP

Due to demise of Shri Ajit Singh, Company Secretary & Compliance Officer, he ceases to be the Company Secretary & Compliance Officer of the Company.

Appointment of KMP

Shri Nitesh Anand a qualified Company Secretary has been appointed as Company Secretary & Compliance Officer, w.e.f. 13.02.2024 in place of Shri Ajit Singh.

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors'' Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. BOARD MEETINGS

16.1. Number of Board Meetings

During the year under review, Board of Directors of the Company met 7 (Seven) times i.e. 08.05.2023, 20.05.2023, 19.06.2023, 12.07.2023, 25.08.2023, 09.11.2023 and 06.03.2024

16.2. Annual Evaluation

Your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16.3 Separate meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 15th March, 2024, as required under Schedule IV of the Companies Act,

2013, (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) of the Companies Act, 2013,

the Board of Directors, to the best of their knowledge and

ability, confirm that:

a) in the preparation of the annual financial statements for the year ended 31st March, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) 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

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

18. AUDITORS

18.1 Statutory Auditors

B. Chhawchharia & Co. Chartered, (Firm Regn No. 013163N), were appointed as Statutory Auditors of the Company for their first term of five years in the 7th Annual General Meeting, to hold office till the conclusion of 12th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

Further, Board of Directors of the Company on the recommendation of the Audit Committee has reappointed B. Chhawchharia & Co. Chartered as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold

office from the conclusion of the ensuing AGM till the conclusion of 17th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of B. Chhawchharia & Co. Chartered as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

18.2 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2024 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3 Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.

19. REPORT ON INTERNAL FINANCIAL CONTROLS ON FINANCIAL REPORTING

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2024. Reference may be made to the Independent Auditors Report.

20. SECRETARIAL AUDITORS AND THEIR REPORT

Board of Directors of your Company has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and for the Financial Year 2023-24. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-3) and forms part of this Boards'' Report. Report(s) of Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets,

the prevention and detection of frauds and errors, the accuracy and completeness of the records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Shri Bharat Arora, are the Internal Auditor of the company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.

23. INTERNAL CONTROL SYSTEMS

The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/ guidelines, authorizations and approval procedures. The Internal control system provides a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from

unauthorized use and compliance of statutes.

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.

24. INTERNAL AUDITORS AND REPORTING

Board of Directors of your Company has Shri Bharat Arora, as Internal Auditor of the Company to conduct the internal audit for the Financial Year 2023-24. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliance ensured.

25. RISK MANAGEMENT FRAMEWORK

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decision making, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.

26. COST AUDIT

Since your Company is engaged in the business of supply of manpower provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

27. COMMITTEES OF BOARD OF DIRECTORS

27.1 AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

27.2 NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Nomination and Remuneration Committee.

27.3 STAKEHOLDERS RELATIONSHIP COMMITTEE

The company has constituted the Stakeholders Relationship Committee as per the provision of section 178 of Companies Act, 2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Link of committees is as under: https://stmpl.co.in/pdf/ investors/Committees.docx.pdf

28. VIGIL MECHANISM

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower-cum-Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Such policy has also been uploaded on the website of the Company vide link:- www.stmpl.co.in.

29. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 & RULES MADE THEREUNDER

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2023-24 were within the ambit of Section 186 of the Companies Act, 2013.

30. NOMINATION AND REMUNERATION POLICY

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company''s remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company www.stmpl.co.in

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming the part of the Annual Report is annexed as Annexure-4.

32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the Financial Year ended on 31st March, 2024, the Company has incurred CSR expenditure of ?27.08 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed as Annexure 5 to this report.

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

The Company''s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employee (permanent, contractual, temporary, trai nees) are covered under the policy.

There was no complaint received from any employee during the Financial Year 2023-24 and hence, no complaint is outstanding as at the end of the year for redressal.

34. HUMAN RESOURCES

At the end of March 2024, the total employee strength of the Company was 27,154 The Company''s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in

operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.

35. REMUNERATION DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-6 to this Report.

36. ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.

37. GENERAL

During the year under review:-

There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

There was no instance of onetime settlement with any Bank or Financial Institution.

38. ACKNOWLEDGMENT

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Spectrum Talent Management Limited

Vidur Gupta Sidharth Agarwal

Managing Director Whole-Time Director

DIN: 05213073 DIN: 05213023

Date:23. 08 .2024 Place: Noida

---

Mar 31, 2023

Your Directors have the pleasure in presenting the Eleventh (11th ) Annual Report of your Company (Spectrum Talent Management Limited) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor''s Report for the year ended March 31, 2023 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.

1. Financial Highlights

The Company''s financial performance for the Financial Year ended 31st March, 2023 is summarized below:

Particulars	(? In Lakhs)
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	75276.94	47624.10	76803.66	48322.10
Other Income	84.85	31.94	76.81	24.47
Total Income	75361.79	47656.03	76880.48	48346.57
Total Expenses	73241.24	46153.40	74662.60	46829.27
Profit before Tax (PBT)	2120.55	1502.63	2217.88	1517.29
Provision for Tax- Current	66.70	1.15	85.16	5.66
-Deferred	(648.59)	(12.92)	(648.59)	(12.92)
Profit after Tax	2702.44	1514.39	2781.54	1525.40
Other Comprehensive Income
Total comprehensive Income
Non-controlling interest
Balance brought forward	2702.44	1514.39	2781.54	1525.40
Dividend
Transfer to General Reserve
Balance carried forward	2702.44	1514.39	2781.54	1525.40

1.1 State of the Company''s Affairs

During the year under review, revenue from operations has increased to k 75276.94 Lakhs in comparison to k 47624.10 Lakhs in last financial year. Profit before tax increased by to k 2120.55 Lakhs in comparison to k 1502.63 Lakhs in last financial year. Profit after tax also increased by to k 2,702.44 Lakhs in comparison to k 1,514.39.72 Lakhs in preceding Financial Year.

Consolidated turnover stood at k 76880.48 Lakhs as compared to k 48346.57 Lakhs in the preceding Financial and consolidated profit after tax stood at k 2,781.54 Lakhs as compared to k 1525.40 Lakhs.

2. Details of material changes from the end of the financial year till the date of this report

The material change(s)/ commitment(s) which may affect the financial position of the Company between 01st April, 2023 and date of this report are...

1. Company is now listed on National stock exchange limited from 22nd June, 2023.

3. Change in the nature of business

There was no change in the nature of the business of the Company, which is engaged in the business of of providing personnel''s, whether skilled, semi-skilled or unskilled, anywhere in India and subject to the permission

of Reserve Bank of India, Outside India to any institution, concern, society, body corporate, firm, association whether incorporated or not, department of government - central as well as state, public or local authority, trust, industry or any other person or group.

4. Capital Expenditure incurred during the year and its impact on the liquidity of the Company

There is no such capital expenditure incurred during the year which has any impact on the liquidity of the Company

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with accounting standards (AS) Consolidated Financial Statements, AS Investment in Subsidiary. Consolidated Financial Statements for the Financial Year 2022-23 forms part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of associate companies and material subsidiary company is annexed (Annexure - 1). Consolidated Financial Statements have been prepared on the basis of audited annual financial statements of your Company and its material subsidiary for the purpose of consolidation of accounts as per the requirement of Accounting Standards.

5. Dividend and Reserves

Your Directors would like to use the profits earned for purpose of enhancing business and hence do not propose any dividend for the Financial Year under review. No amount has been transferred to reserves and the profit for the year has been retained in the surplus forming part of the reserves of the Company.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

There were no unpaid/unclaimed dividends declared and paid in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply for the year under review.

6. Subsidiary and Associate Companies

As at 31st March, 2023, your Company has two subsidiary per details given hereunder:

a) STM Consulting Inc. USA

b) STM Consulting Limited, U.K.

Above material subsidiary are inter-alia engaged in the business of providing personnel''s, whether skilled, semiskilled or unskilled.

7. Annual Audited Accounts of Material Subsidiary are available at the registered office of the Company and will be provided to the member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary company are also available on website of the Company i.e. www. stmpl.co.in.

7.1 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

7.2 During the year under review, there was no company (ies) which have become or ceased to be subsidiaries, associate and joint venture of the Company.

8. Public Deposits

During the Financial Year ended 31st March, 2023, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review.

Foreign Exchange Earnings and Outgo (Fig. in Millions) Foreign exchange earnings: '' 2554.86/-Foreign exchange outgo: '' 2.7/-

10. Changes in Capital Structure

1. Company has converted 47,50,000 6% Convertible Preference shares of '' 10/- ( Rupees Ten) issued as Bonus to the existing shareholders of the Company, into 791,666 Equity Shares of '' 10/- ( Rupees Ten) each in the ratio of 6:1 pursuant to a resolution of the shareholders dated December 19, 2022.

2. Authorised Share Capital of the Company from the existing Authorised Share Capital of k 9,75,00,000/-(Rupees Nine Crores Seventy Five lakhs only) comprising of k 9,75,00,000/- (Rupees Nine Crores Seventy Five lakhs only) divided into 97,50,000 ( Ninety Seven Lakh Fifty Thousand) Equity Shares of k 10/- (Rupees Ten) each to k24,75,00,000/- (Rupees Twenty Four Crores Seventy Five lakhs only) comprising of k 24,75,00,000/-(Rupees Twenty Four Crores Seventy Five lakhs only) divided into 2,47,50,000 (Two Crores Forty Seven Lakh Fifty Thousand) Equity Shares of k 10/- (Rupees Ten) each." pursuant to a resolution of the shareholders dated December 22, 2022.

10.1 The Company has only one class of equity shares.

10.2 The Company has not issued any equity shares with differential rights.

11. Related Party Transactions

All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm''s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per AS are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-2).

12. Annual Return

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company i.e. www.stmpl.co.in.

13. Directors and Key Managerial Personnel

13.1 Appointment and Resignation/Cessation of the directors 13.1.1Resignation/Cessation of the directors

There was no instance of resignation of any director taken place during the financial year 2022-23.

13.2.2Appointment of directors/ Change in designation

Several directors have been appointed and change in designation have taken place on the board of the Company during the financial year 2022-23 are as follows.

1. Mr. Vidur Gupta (DIN: 05213073) has been appointed as Managing Director of the Company, for a period of 3 (three) years with effect from December 1st 2022.

2. Mr. Sidharth Agarwal (DIN: 05213023) has been appointed as the Whole-Time Director cum CFO of the Company, for a period of 3 (three) years with effect from 1st December 2022.

3. Mr. Rajeev Agarwal (DIN 00107401) has been appointed as non-executive Director of the Company, with effect from 22nd December 2022.

4. Mr. Rajesh Gupta (DIN 00295396) has been appointed as non-executive Director of the Company, with effect from 22nd December 2022.

5. Ms. Anubha Agarwal (DIN 09848960) has been appointed as an Independent Director (non-executive) of the Company, with effect from 4th January 2023.

6. Mr. Suresh Kumar Mehra (DIN 07680564) has been appointed as an Independent Director (non-executive) of

the Company, with effect from 4th January 2023.

7. Mr. Anup Kumar Jaiswal (DIN 09366466) has been appointed as an Independent Director (non-executive) of the Company, with effect from 4th January 2023.

13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.

13.2.4 Re-appointment / Confirmation of appointment of Directors retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sidharth Agarwal (DIN: 05213023)and Mr. Rajesh Gupta (DIN 00295396), Directors of the Company, are retiring by rotation at the 11th Annual General Meeting and each being eligible, offers themselves for re-appointment.

Detailed profile of appointee Directors is given in note No.20 in the notes annexed with Notice of Annual General Meeting together with justification / rationale for such appointment / re-appointment.

Accordingly, your directors recommend the appointment/ re-appointment of aforesaid directors for approval of the members.

13.3 Key Managerial Personnel

Mr. Vidur Gupta Managing Director, Mr. Sidharth Agarwal Whole-Time Director cum CFO and CS Ajit Singh, Company Secretary are the Key Managerial Personnels of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13.4 Appointment and Resignation of the KMP Appointment

Mr. Vidur Gupta (Managing Director)

Mr. Sidharth Agarwal (Whole Time Director)

Mr. Ajit Singh (Company Secretary & Compliance Officer) Resignation

There was no instance of resignation of any KMP taken place during the financial year 2022-23.

14. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors'' Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Board Meetings

15.1.Number of Board Meetings

During the year under review, your Board of Directors met 18 (Eighteen) times, details of which along with attendance of the Directors in such meetings are given below:

S. no.	Date of Board Meeting	No. of Directors entitled to attend the meeting	No. of Directors attend the Meeting
1.	20.04.2022	2	2
2	12.07.2022	2	2
3	18.07.2022	2	2
4	20.07.2022	2	2
5	22.08.2022	2	2
6	03.09.2022	2	2
7	22.09.2022	2	2
8	26.09.2022	2	2
9	28.09.2022	2	2
10	26.10.2022	2	2
11	01.11.2022	2	2
12	17.12.2022	2	2
13	19.12.2022	2	2
14	22.12.2022	4	4
15	28.12.2022	4	4
16	04.01.2023	4	4
17	30.01.2023	7	4
18	08.02.2023	7	4

15.2. Annual Evaluation

Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Directors'' Responsibility Statement

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

a) in the preparation of the annual financial statements for the year ended 31st March, 2023, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) 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

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

17. Auditors 18.1Statutory Auditors

B. Chhawchharia & Co.Chartered, (Firm Regn No. 013163N), were appointed as Statutory Auditors of the Company for their first term of five years in the 7th Annual General Meeting, to hold office till the conclusion of 12th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.

18.2Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2023 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.

19. Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2023. Reference may be made to the Independent Auditors Report.

20. Secretarial Auditors and their report

Your Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and for the Financial Year 2022-23. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-3) and forms part of this Boards'' Report. Report(s) of Secretarial Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.

21. Compliance with Secretarial Standards

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).

22. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Mr. Bharat Arora, Chartered Accountants, are the Internal Auditor of the company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.

23. Internal Control Systems

The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/ guidelines, authorizations and approval procedures. The Internal control system provides a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from un-authorized use and compliance of statutes.

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.

24. Internal Auditors and reporting

Mr. Bharat Arora Chartered Accountant, were appointed to conduct the internal audit for the Financial Year 202223. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.

25. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decisionmaking, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.

26. Cost Audit

Since your Company is engaged in the business of supplying of manpower provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.

27. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

28. Vigil Mechanism

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link: www.stmpl.co.in

29. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2022-23 were within the ambit of Section 186 of the Companies Act, 2013.

30. Nomination and Remuneration Policy

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company''s remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company www.stmpl.co.in

31. Management Discussion and Analysis Report

Management Discussion and Analysis Report is annexed (Annexure-4).

32. Corporate Social Responsibility Initiatives

During the Financial Year ended on 31st March, 2023, the Company has incurred CSR expenditure of ^ 18.24 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure 5 ) to this report

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company''s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

There was no complaint received from any employee during the Financial Year 2022-23 and hence, no complaint is outstanding as at the end of the year for redressal.

34. Human Resources

At the end of March 2023, the total employee strength of the Company was More than 21800 The Company''s focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company''s overall objectives.

35. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-6) to this Report.

36. Orders passed by regulators / courts / tribunals

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.

37. General

During the year under review:

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgment

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.