Your Directors have pleasure in presenting the 43^rd Annual Report together with the audited financial
results for the financial year ended March 31, 2025.

Financial Results (Rs in Lakhs}

T ransfer to General Reserves

During the year, the amount of Rs. NiL has been transferred to the reserve and surplus accounts..
Dividend

Your Directors do not recommend any dividend for the financial year ended 2024-25.

Share Capital

During the year under review, the Company has not issued any kind of equity shares including shares
with differential voting rights, Bonus, Sweat Equity or Shares under employee stock options etc. The
Company does not have any scheme to fund its employees to purchase the shares of the Company.
The paid up share capital of the Company as on March 31, 2025 was Rs. Rs. 708.42 Lakhs
consisting of 7087943 number of equity shares of Rs. 10/- each.

As on March 31, 2025 none of the Directors of the Company except the following, held shares or
convertible instruments of the Company

Company Performance

During the financial year under review, the Company registered Revenue / other income of Rs. 15.13
lakhs as against Revenue / other income of Rs. 42.45 lakhs and Company ended the financial year
with net loss of Rs. 10.48 lakhs as against net loss of Rs. 2.25 lakhs during the previous financial
year.

The manufacturing activities of the Company was closed in 2003-04 due to technology obsolescence.
Thereafter, after the business of the Company of dealing with color picture tubes and man power
supply also suffered setbacks in 2012-'13. Since, then all the efforts of the Company to revive its
business activities have not been successful for various factors including liquidity crunch. Your
Directors are seized of the matter and the Company is making efforts to explore the possibilities of
entering into development and manufacturing of electronic displays for use of Railways Industry
across the Golbe including Indian Railways.

Future Outlook

The Company was pioneer in bringing the display technology into India way back in 1980 by
manufacturing black & white picture tubes. Due to change in Technology from Black and white TV’s
to Colour TV’s and subsequently to latest Technologies like LED or OLED the Samtel Group/
Promoters went under Financial stress and could not do any Financial infusion in Samtel India
Limited.

The group companies have developed capability of developing display systems for multi usages like
railways and other applications. The market and demand for electronic displays in India is quite huge.
It is used in Airforce, defence railways & in Industry. Government of India is one of the largest
customer. Many of these products are being imported presently and the new policies including MAKE
IN INDIA supporting local manufacturing are expected to create huge demand for multi usages
display systems.

Considering the existing and future plans of Indian Railways, it is expected that the requirements of
displays and services related thereto will grow sharply and create big opportunity .

Samtel India Limited is planning to tap the demands of Indian Railway and gradually scale up its e
operations in Indian Railway display systems and other products.

Change in Nature of Business

There is no change in the nature of business of the Company.

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of financial year to which the balance sheet relates
and the date of this_Report.

Subsidiary Company & Associate Company

Your Company has no subsidiary or associate company. It is also not a subsidiary of any other
company.

Particulars of Loans, Guarantees Or Investments

The Company neither has made any investments nor has given any loans or guarantees or provided
any security during the year under review.

Particulars of Loans, Guarantees, and Investment covered under the provisions of Section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are
provided in Notes of the Financial Statement.

Fixed Deposits

Your Company has not accepted any public deposits during the financial period under review and as
such, no amount of principal or interest was outstanding on the date of Balance Sheet.

Extract of Annual Return

The details forming part of the extract of the Annual Return pursuant to Section 1 34(3)(a) of the
Companies Act, 201 3 and Rules made thereof are annexed herewith in the form of MGT 9 and
marked Annexure C.

Corporate Social Responsibility

The Company does not qualify for mandatory CSR activities in accordance with Section 1 35 of the
Companies Act, 201 3.

Related Party Transactions

The Company has not entered into any transaction as defined u/s 188 of the Companies Act, 2013
with any Related Party during the financial year 2024-25. The Company has adequate policy and
mechanism to ensure that all Related Party Transactions that will be entered into by the Company
would be in compliance with the applicable provisions of the Companies Act, 201 3.

Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the
Companies Act, 2013 and Listing Obligations & Disclosure Requirements (LODR). It establishes
various levels of accountability and overview within the Company, while vesting responsibility for
each significant risk.

Internal Controls Systems and Adequacy

The Company has adequate internal control system commensurate with size and nature of its
business.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Alka Kaura,
Director (DIN 00687365) is liable to retire by rotation at the 43rd Annual General Meeting of the
Company and being eligible, offers herself for re-appointment. The Board recommends her re¬
appointment. Brief resumes of Mrs. Alka Kaura have been provided as an Annexure to the Notice
convening the Annual General Meeting.

Mr. Rajesh Kumar Bhalla (DIN: 07784556) and Mr. Dhruv Sethi (DIN: 08558395), are the
Independent Directors of the Company

Key Managerial Personnel (‘KMP’)

In terms of Section 203 of the Act, the following are the KMPs of the Company:

Mr. Satish K Kaura - Managing Director
Ms. Divya Mittal- Company Secretary
Mr. Anurag Minhas- Chief Financial Officer

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines
cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity,
definition of independence, Director term, retirement age and Committees of the Board. It also covers
aspects relating to nomination, appointment, induction and development of Directors, Director
remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of
Board Committees.

Listing

The Equity Shares of the company were listed on the Bombay Stock Exchange Limited, however, at
present the same stand delisted vide order dated 08th May 2024 of the Bombay Stock Exchange.
Aggrieved, the company preferred appeal before the Hon’ble Securities Appellate Tribunal. The
Hon’ble Tribunal vide its Order dated April 30, 2025 has directed the Company to make good all the
non-compliances to get its equity shares listed again on the Stock Exchange. The company has
already compiled with the directions of the Hon’ble Tribunal and your Directors are hopeful of re¬
listing of the Equity shares of the Company during the current financial year.

Compliance of the Secretarial Standard issued by ICSI

The Board confirms that, during the period under review, the Company was following all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from
time to time.

Procedure for Nomination and Appointment Of Directors

The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. Board composition

analysis reflects in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.

Criteria for Determining Qualifications, Positive Attributes and Independence of A Director:

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of Section 178
(3) of the Act and SEBI (LODR) Regulations 201 5 and as per the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent
Director’ if he/ she meet with the criteria for ‘Independent Director’ as laid down in the Act and SEBI
(LODR) Regulations 2015 and as per the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has
an appropriate blend of functional and industry expertise. While recommending the appointment of a
Director, the Nomination and Remuneration Committee considers the manner in which the function
and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board
of the Company are also expected to demonstrate high standards of ethical behavior, strong
interpersonal and communication skills and soundness of judgment. Independent Directors are also
expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken
an evaluation of its own performance, the performance of its Committees and of all the individual
Directors based on various parameters relating to roles, responsibilities and obligations of the Board,
effectiveness of its functioning, contribution of Directors at meetings and the functioning of its
Committees. The Directors expresses their satisfaction with the evaluation process.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors who also reviewed the
performance of the Board as a whole.

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Insider Trading Policy of the Company in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 201 5 as amended from time to
time. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed
and disclosure to be made while dealing with shares of the Company, as well as consequences of
violation. The Policy has been formulated to regulate, monitor and ensure reporting and maintain
highest ethical standards of dealing in Company securities.

Remuneration Policy

At present the Managing Director of the Company does not draw any remuneration. None of the
Directors of the Company as an austerity measure receives any sitting fee or other emoluments.

Board and Committee Meetings

During the year under review the Directors of the Company met 6 times on 29th May, 2024, 3rd
July, 2024, 18th July, 2024, 14th August, 2024, 14th November 2024, and 14th February 2025.

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

During the year under review, the Audit Committee comprised of 3 (three) Members out of which 2
(two) were Independent Directors and 1 (one) was a Non-Executive Non-Independent Director. During
the year, 4 Audit Committee Meetings were held, details of which are provided in the Corporate
Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were
not accepted by the Board.

Directors’ Responsibility Statement

Pursuant to Section 1 34 (3) (c) and 1 34 (5) of the Companies Act, 201 3, the Board of Directors, to
the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025 the
applicable accounting standards have been followed and that there are no material departures;

(ii) that the Company has 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 loss of the
Company for that period;

(iii) that the Company has 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls to be followed by the Company have been put in place
and that such internal financial controls are adequate and are operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws have been put in
place and that such systems are adequate and operating effectively.

Action under Insolvency and Bankruptcy Code, 2016

As per the information available with the Company, your Directors state that during the year under
review, there were no applications or proceedings pending in the name of the Company under the
Insolvency Bankruptcy Code, 201 6.

Material Changes Affecting the Company

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. Further, there has been no
change in the nature of business of the Company.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment At Workplace

The Company has adopted zero tolerance for sexual harassment at workplace and has adequate
mechanism to address and act upon complaints, if any. It has formulated a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the work place in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules thereunder for prevention and redressal of complaints of sexual harassment at work place. The
Company has set up an internal committee as mandated in the Act.

The Company has not received any complaint of sexual harassment during the financial year 2024¬
25. Thus, no complaint is pending as on 31.03.2025.

Disclosure under Maternity Benefits Act, 1961

Your company complies with the provisions of Maternity Benefits Act, 1961. The Company has not
received any application/request for maternity leave from any women employees of the Company
during the year under review.

Significant and Material Orders Passed by the Regulators or Courts

During the year under review nNo significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its future
operations.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for
all concerned including Directors of the Company to report genuine concerns. The provisions of this
policy are in line with the provisions of Section 179(9) of the Companies Act, 2013 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

Auditors & Audit Report

The current Statutory Auditors of the Company are M/s. R. Sharma & Associates, Chartered
Accountants (Regd. No. 003683), who have been appointed at the 40^th Annual General Meeting to
hold office for a term of 5 years i.e. till conclusion of 45^th Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the
financial statements for the financial year ended March 31, 2025. The Notes on financial statements
referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its officers or employees.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year
2023-24 was carried out by Mr. Vinod Goyal of M/s V Goyal & Associates, New Delhi, a Company
Secretaries in Practice. The Secretarial Audit Report is annexed as Annexure B.

Explanations with regard to the observations/qualifications of the Auditors’ are as under :

As stated above, the Company has complied with the directions of the Hon’ble Securities Appellate
Tribunal (SAT) and the equity capital of the Company is expected to be re-listed by BSE Limited
during the current financial year.

Declaration under SEBI (LODR) Regulation 2015 & the Listing Agreement

All Directors of the Company have affirmed compliance with the Code of Conduct for Board Members
and Senior Management executives for the period April 1, 2024 to March 31, 2025.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the SEBI (LODR) Regulations 201 5 & the Listing Agreement with the
Stock Exchange.

A separate Report on Corporate Governance alongwith necessary Certificates and Report on
Management Discussion & Analysis are enclosed as part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report and the Report on Corporate Governance, as
required under & SEBI (LODR) Regulations 2015 & the Listing Agreement, forms part of the Annual
Report.

Statutory Disclosures

None of the Directors of your Company is disqualified as per the provisions of Section 164 of the
Companies Act, 2013. All the Directors have made necessary disclosures as required under various
provisions of the Companies Act and SEBI (LODR) Regulations 201 5 & the Listing Agreement.

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 Act read with Rule 8 of The Companies
(Accounts) Rules, 2014, is annexed as Annexure C.

Particulars of Employees and Remuneration

None of the employees of the Company is in receipt of remuneration equal to or in excess of the
limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and

Administration) Rules, 2014, an extract of Annual Return for the financial year ended March 31,2025
in MGT -9 is attached as “Annexure -“ to this Report.

Acknowledgement

Your Directors wish to thank all the stake holders of the Company for their continued support and
co-operation.

On behalf of the Board of Directors
Sd_

Satish K Kaura

Chairman & Managing Director
New Delhi
August 14, 2025