Your Directors' are pleased to present the 41^st Annual Report together with audited financial
statements of the Company on Standalone and Consolidated operations for the Financial year
ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized
below:

There have been no material changes and commitments that have occurred after close of the
financial year till the date of this report, which effect the financial position of the Company.

REVIEW OF OPERATIONS & STATE OF AFFAIRS

Your Company continues to engage in Real Estate Development business. During FY 24-25
Operating Revenue of the Company on standalone basis was Rs.26.69 Lakhs as against Rs.4.46
Lakhs in the previous year. Standalone operations during the year resulted in Net Profit (before
tax) of Rs.6.97 Lakhs against Net loss (before tax) of Rs.15.26 Lakhs in the previous year.
Consolidated operations of the Company during the year comprising of the financials of the
Company and Ssavai Abode LLP (a 95% Subsidiary) resulted in Operating revenue of Rs.26.69
Lakhs and Net Profit (before tax) of Rs.4.02 Lakhs as against Operating revenue and Net Loss
(before tax) of Rs. 4.46 Lakhs and Rs. 15.31 Lakhs respectively during previous year.

TRANSFER TO RESERVES & DIVIDEND

During the year under review, there was no amount transferred to General Reserves. Further to
in view of carry forward losses and to conserve resources for future expansion, your Board did
not recommend any dividend for FY 2024-25.

ALTERATION OF SHARE CAPITAL CLAUSE - SUB-DIVISION

After subdivision of share capital during the financial year 2022-2023, the Listed Capital of the
Company on BSE Limited under new ISIN INE110Q01023 is 3,18,31,205 Equity Shares Rs. 2 (Two)
each aggregating to Rs. 6,36,62,410/-. There were no changes in the Share Capital of the Company
during the year under review. Company's Shares are listed on BSE Ltd. with Stock Scrip Code
514197. The Company has paid requisite Listing Fees for FY 2025-26 to BSE Ltd.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('SEBI Listing Regulations') the Corporate Governance provisions as specified in
Regulations 17 to 27; Regulation 46(2)(b) to (i) and (t) and Para C, D and E of Schedule V of the
SEBI Listing Regulations shall not apply to the Company. However relevant Corporate
Governance disclosures are appropriately included in this report. Management Discussions and
Analysis Report is annexed to this report as Annexure C.

DIRECTORS AND KEYMANGERIAL PERSONNEL

As at March 31, 2025, your Board comprises seven (7) Directors including two (2) Executive
Directors viz Mr. Ajay Savai, Managing Director and Ms. Trishana Savai, Executive Director &
CFO; two (2) Non-executive Directors viz. Mr. Dhaval Savai and Mr. Tejas Shah and three (3)
Independent Directors viz Mr. Pramit Shah, Mr. Nipun Zaveri and Mr. Ketan Shah. Except for
the Promoter Directors viz. Mr. Ajay Savai (36,79,988 - 11.56%), Ms. Trishana Savai (35,89,345 -
11.28%) and Mr. Dhaval Savai (29,18,841 - 9.17%) none of the other Directors hold any Shares of
the Company.

During the year under review, Mr. Tejas Shah vacated his office as an Independent Director
upon expiry of term w.e.f. close of business on June 17, 2024 and was subsequently appointed as
an Additional Director in the category of Non-Executive Non-Independent Director by the Board
w.e.f. July 8, 2024. The Shareholders at the Annual General Meeting held on September 13, 2024
had approved appointment of Mr. Tejas Shah as Non-Executive Director of the Company liable
to retire by rotation.

As per Section 152 of The Companies Act, 2013, Ms. Trishana Savai is due to retire by rotation at
the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your
Board recommends her re-appointment for approval of Shareholders. Ms. Trishana Savai does
not suffer from any disqualification as prescribed u/ s. 164 of the Companies Act, 2013 from
being re-appointed as Director of the Company liable to retire by rotation.

As at March 31, 2025, Mr. Ajay Savai, Ms. Trishana Savai and Mr. Shailesh Paranjape are Key
Managerial Personnel of the Company in the category of Chief Executive Officer, Chief Financial
Officer and Company Secretary of the Company.

None of the Directors of the Company are Director in any other Listed entities or Member /
Chairperson of any statutory Board Committees of other Listed entities. None of the Directors
of your Company is a Director in more than twenty companies (including ten public companies)
or acts as an Independent Director in more than seven listed companies, or as Whole-time
Directors in three listed companies.

Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai are related with each other, except for
this none of the other Directors are inter se related to each other.

The details of chart matrix setting out skills competence and expertise of Directors is as
mentioned herein:

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI Listing
Regulations, the Independent Directors have submitted annual declarations confirming that
they are eligible to continue as Independent Director(s) of the Company. Your Board confirms
that the Independent Directors fulfill the condition specified in SEBI Listing Regulations and are
independent of Management.

Based on disclosures and confirmations provided by all Directors, your Board confirms that
none of the Directors of the Company are disqualified to continue as Directors of the Company.
The certificate of non-disqualification of directors from the Secretarial Auditor forming part of
this Annual report and annexed as Annexure D. All directors have financial and accounting
knowledge.

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During FY 2024-25, your Board of Directors met 6 (Six) times on 16^th May 2024, 8^th July 2024, 5^th
August 2024, 9^th August 2024, 18^th October 2024 and 27^th January 2025. Details of attendance of
Directors at the Board Meeting held during FY 2024-25 and at the 40^th Annual General Meeting
held on 13^th September 2024 is as mentioned herein:

PERFORMANCE EVALUATION

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing
Regulations, Independent Directors of the Company, in a separate meeting held on May 16, 2024
without the presence of other Directors and Management had evaluated the performance of
Chairman, Non-Executive Directors, Board, Board Committees and the flow of information
between the Company and Board. The performance of Independent Directors was evaluated by
the Board at the Meeting held on May 16, 2024. The evaluation process was based on set criteria
which inter alia included attendance and participation at the meetings etc.

BOARD COMMITTEES
Audit Committee

As at March 31, 2025, the Audit Committee constituted as per Section 177 of the Companies Act,
2013 comprised of four (4) Directors including three (3) Independent Directors. During the year,
the Audit Committee was reconstituted with appointment of Mr. Pramit Shah, Independent
Director and Mr. Tejas Shah, Non-Executive Director as Member and cessation of Mr. Dhaval
Savai, Non-Executive Director as Member w.e.f. July 8, 2024. During FY 2024-25, the Audit
Committee met Six (6) times on 16^th May 2024, 8^th July 2024, 5^th August 2024, 9^th August 2024,
18^th October 2024 and 27^th January 2025.

The composition of the Audit Committee as at March 31, 2025 and particulars of attendance by
the members at the meetings of the Audit Committee held in FY 2024-25 are given below:

• Ceased as Independent Director w.e.f. 17^th June 2024 and was subsequently appointed as Non-Executive

Director w.e.f. 8^th July 2024

*Ceased to be Member of the Committee w.e.f. 8^th July 2024

$ Member with effect from 8^th July 2024

Scope and Terms of reference of Audit Committee is as per SEBI Listing regulation and Section

177 of Companies Act, 2013 and broadly includes:

• recommendation of appointment, remuneration, other terms Statutory / Internal Auditors
and discussion with internal auditors of any significant findings and follow up there on;

• review and monitor auditor's independent and performance, and effectiveness of the audit
process;

• reviewing with the management, the quarterly/half yearly/yearly financial statements
before submission to the board for approval;

• oversight of Company's financial reporting process and reviewing disclosures to ensure that
the financial statement is correct, sufficient and credible

• approval or any subsequent modification of transactions proposed to be entered into with
related parties;

• scrutiny of inter-corporate loans and investments

• valuation of undertakings or assets of the entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

Nomination and Remuneration Committee

As at March 31, 2025, the Nomination and Remuneration Committee comprised of four (4)
Directors including three (3) Independent Directors and (1) Non-Executive Director. During the
year under review the Committee was reconstituted on July 8, 2024 with appointment of Mr.
Tejas Shah, Non-Executive Director as Member and Mr. Pramit Shah as Chairperson of the
Committee. During the year under review, the Committee met once on 08^th July 2024.

The composition of the Nomination and Remuneration Committee as at March 31, 2025 and
particulars of attendance by the members at the Committee meetings held in FY 2024-25 are
given below:

The Scope and Terms of reference of Nomination and Remuneration Committee is as per Listing
regulation and Section 178 of Companies Act, 2013 broadly includes:

• formulation of criteria for evaluation of performance of independent directors and the Board
of directors;

• devising a policy on diversity of Board of Directors;

• identifying and recommending persons who are qualified to become directors and who may
be appointed in senior management;

• specify criteria for effective evaluation of the performance of the Board, Board Committees
and Directors;

• to recommend to Board a policy, relating to remuneration for the director, key managerial
personnel and other employee;

• to determine remuneration to directors, key managerial personnel and senior management
STAKEHOLDERS RELATIONSHIP COMMITTEE

As at March 31, 2025, the Stakeholders Relationship Committee constituted as per Section 178 of
the Companies Act, 2013 comprised of four (4) Directors, including three (3) Independent
Directors and one (1) Executive Director. During the year under review, the Committee met once
on 27^th January 2025.

The composition of the Stakeholders Relationship Committee as at March 31, 2025 and
particulars of attendance by the members at the Committee meetings held in FY 2024-25 are
given below:

Terms or reference and role of Stakeholder Relationship Committee as per Listing regulation
and Section 178 of Companies Act, 2013 broadly includes:

• resolving grievances of security holders including complaints related to transfer
/transmission, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

• review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the Registrar & Share Transfer
Agent in connection with various services being rendered by it to the Company;

During the year the Company received 8 complaints and resolved 7 complaints. Accordingly, one
investor complaint was pending as at March 31, 2025.

Your Board confirms that all the recommendations of the Board Committees, wherever
applicable, were accepted by the Board during the year under review.

Corporate Social Responsibility Committee

Section 135 of the Companies Act, 2013 mandating inter alia for constitution of Corporate Social
Responsibility (CSR) Committee or approving CSR policy or making CSR contributions are not
applicable to the Company as the Company does not meet the threshold prescribed under the
said provisions.

Finance Committee

Additionally, to facilitate day-to-day banking operations and to exercise borrowing and other
powers as per Section 179 of the Companies Act, 2013, the Board of Directors have constituted
Finance Committee comprising of Promoter Directors viz. Mr. Ajay Savai, Mrs. Trishana Savai
and Mr. Dhaval Savai. During the year Finance Committee met three times.

GENERAL MEETINGS

Details of the location and time of General Meetings held during the last three years along with
particulars of Special Resolution passed at the said Meetings are as mentioned herein:

All the above resolutions were passed with requisite majority. None of the resolutions proposed
at the ensuing Annual General Meeting needs to be passed by Postal Ballot.

POLICIES
Code of Conduct

The Board of Directors has adopted Code of Conduct for the Directors and Senior Management.
The said Code has been communicated to all the Directors and Members of Senior Management
and they have affirmed their compliance with the Code of Conduct as approved and adopted by
the Board of Directors. A declaration to the effect that the Directors and Senior Managerial
Personnel have adhered to the same, signed by the Managing Director of the Company, is as
mentioned herein. Copy of the Code has been uploaded on the Company's website at Microsoft
Word - Code of Conduct for Directors (www.stcl.co.in )

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT
I confirm that the Company has obtained from all Directors and Senior Management
Personnel of the Company their affirmation of compliance with the Code of Conduct for
Members of the Board and Senior Management of the Company for the financial year ended
March 31, 2025.

S/d

Mr. Ajay Savai
Managing Director
DIN: 01791689

Familiarisation Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities at the time of
their appointment as Directors and regular business updates are provided at the Board /Board
Committees meeting held for consideration of periodic financial results. The details of
familiarization program can be viewed on Company's website at familiarisation-programme.pdf
(stcl.co.in)

Whistle Blower & Vigil Mechanism Policy

The Board of Directors had adopted the Whistle Blower and Vigil Mechanism policy to deal with
instances of fraud and mismanagement, if any. Copy of the Policy is available in Investor section
of the Company website at https:/ / www.stcl.co.in/assets/pdf/ whistleblower-policy.pdf.

The policy has been functioning effectively and no Personnel was denied access to the Audit
Committee.

Policy on Related Party Transaction

All related party transactions entered into during the year were approved by the Audit
Committee. The Company has adopted the Policy on Related Party Transactions in line with the
requirement of Act as amended from time to time, which is available on the website of the
Company at https:/ /www.stcl.co.in/assets/pdf/policy-related-party-transactions.pdf. There
are no materially significant related party transactions that may have potential conflict with
interest of the Company at large.

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the
Companies Act, 2013 entered by the Company during the year under review with related
party(ies) were not material, in ordinary course of business and on arm's length terms and
therefore the details of contract or arrangement with related parties required to be reported in
AOC 2 is Nil. Details of related party transactions as per Accounting Standards are disclosed in
Notes to Financial Statement forming part of the Annual Report.

Policy on Directors' appointment and remuneration and other details

The Companies policy on appointment of Directors is available on website of the Company at
https://www.stcl.co.in/assets/pdf/ policy-criteria-procedure-for-appointment-and-
evaluation-of-performance.pdf

Policy on Documents Preservation

The details of policy can be viewed at https:/ /www.stcl.co.in/assets/pdf/preservation-of-
documents-and-archival-policy.pdf

Insider Trading Code

Copy of Insider Trading Code as per SEBI (Prohibition of Insider Trading) Regulations is
available on website at https://www.stcl.co.in/assets/pdf/Insider%20Trading%20Code.pdf.

Policy for determination of materiality of event of information

The objective of this Policy is to assist the employees of the Company in identifying potential
material events or information in an objective manner that may originate at the ground level
which can be promptly escalated and reported to the authorised Key Managerial Personnel or
other officers of the Company, as specified in this Policy, for determining the materiality of the
said event or information and for making necessary disclosure to the BSE Limited. The details of
policy available in Investor section on the website of the Company at
https://www.stcl.co.in/assets/pdf/Poilicv%20for%20determination%20of%20Materality%20of
% 20Events % 20or % 20Information.pdf

Fair disclosure policy

Code of practices and procedures for Fair Disclosure of unpublished price sensitive information
(UPSI) which would be followed by the Company for disclosure of UPSI. Fair Disclosure Policy
shall be binding upon all the employees, officers, directors and the persons authorised to speak
on behalf of the Company. The details of fair disclosure of policy can be viewed at
www.stcl.co.in/assets/pdf/Policy%20On%20Fair%20Disclosure.pdf

INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY

M/ s. Ssavai Abodes LLP wherein the Company holds 95% stake continues to be subsidiary of the
Company. There was no acquisition of divestment of stake in any of its Subsidiary/Joint Venture
/ Associate during the year under review. Relevant financial details of the said Subsidiary LLP as
at March 31, 2025, in AOC-1 is annexed to this report, as Annexure A.

As per Accounting Standard the Audited Consolidated Financial Statements of the Company
along with its Subsidiary forms part of the Annual Report for FY 2024-25.

STATUTORY AUDITORS

At the 40^th Annual General Meeting held on 5^th August 2024, Shareholders had approved
appointment of M/s. MLR & Associates LLP, Chartered Accountants (Firm Reg No.
138605W/W100240), as Statutory Auditors of the Company to hold such office until the
conclusion of 45^th Annual General Meeting to be held in the year 2030. The Statutory Audit report
on Standalone and Consolidated Financial Statements for FY 2024-25 forming part of this Annual
report issued by M/ s. MLR & Associates LLP, Chartered Accountants, does not include any
qualification or observation. During the year under review, the Statutory Auditors have not
reported any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013, the Secretarial Audit for FY 2024-25 was
carried out by M/ s. M P Sanghavi & Associates LLP, Company Secretaries (Firm Reg No.
L2020MH007000) a Peer reviewed Firm. The report from the Secretarial Auditor forming part of
this Annual report is annexed as Annexure E. The report includes a qualification stating that
entire Promoter Shareholding is not held in Dematerialised Form. In this regard, one of the non¬
promoter entity holding nominal shareholding in physical continues to be erroneously
mentioned as Promoter shareholding historically.

COST AUDIT & INTERNAL AUDIT

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not
applicable to the Company. Mr. Dhaval Savai, Non-Executive Director of the Company has been
designated as Internal Auditor in compliance with the requirements of Section 138 of the
Companies Act, 2013.

ANNUAL RETURN

Draft of Annual Return of the Company for the year ended March 31, 2025 can be viewed on
www.stcl.co.in.

DEPOSITS

The Company has neither accepted nor renewed any public deposits under Chapter V of the Act
and the rules made thereunder.

LOAN GUARANTEE & INVESTMENT

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the
Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in Notes to
the Standalone Financial Statements. Relevant details are as mentioned herein:

INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and the Internal Auditors of the
Company on the inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM

Adequate internal control systems commensurate with the nature of the Company's business,
size and complexity of its operations are in place and have been operating satisfactorily. Internal
control systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations. Internal control systems
are designed to ensure that all assets and resources are acquired economically, used efficiently
and adequately protected.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively

PARTICULARS OF EMPLOYEES

There were four (4) employees in the Company as at March 31, 2025. None of the employees
draw remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Remuneration
Managerial Personnel) Rules, 2014. The information required under the provisions of Section
197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure B. None of the
Directors including Non-Executive / Independent Directors are paid any remuneration or
Sitting fees for attending any Meeting of Board / Board Committee.

RISK MANAGEMENT

The Board of Directors of the Company has put in place process for managing risk which aims at
enhancing shareholders' value and providing an optimum risk-reward tradeoff.

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

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment
during the year under review. The Company is in compliance with applicable provisions of the
Maternity Benefits Act

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS

There was no order passed by any regulator or court or tribunal, which impacts the going concern
status of the Company or will have bearing on company's operations in future. There are no
proceedings initiated by or against the company under the Insolvency and Bankruptcy Code,
2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOANS FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THERE OF:

There was no instance during the year attracting this provision

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
Considering the scale of business operations and industry in which your Company operates, the
information in connection with Conservation of Entergy & Technology Absorption as mentioned
herein is Nil/Not Applicable.

(B) Technology absorption-

There were no foreign exchange earnings or outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to
Directors' Responsibility Statement, the Directors of your Company hereby state and confirm
that:

a) Your Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of state of affairs of your Company as at March 31, 2025 and of the profit of your
Company for that year.

b) Your Directors 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, if any;

c) The annual accounts have been prepared on a going concern basis;

d) Your Directors had laid down internal financial controls to be followed by your Company
and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS:

Your Board places on record its sincere thanks to bankers, associates, consultants and
Government authorities for their continued support. Your Board also acknowledge the support
and confidence reposed by the Shareholders of the Company.

By Order of the Board of Directors
For S & T CORPORATION LIMITED

Ajay Savai Trishana Savai

Managing Director Executive Director & CFO

DIN: 01791689 DIN: 07003728

Place: Mumbai
Date: July 21, 2025