Your Directors' are pleased to present the 39^th Annual Report together with audited financial statements of the Company for the Financial year ended on March 31, 2023.

financial highlights

The Financial performance of your Company for the year ended March 31, 2023 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 affect the financial position of the Company.

review of operations & state of affairs

Consequent to alteration of Main Object Clause as approved by the Shareholders vide Special Resolution passed on August 5, 2022, your Company is primarily engaged in Real Estate Development business. Currently your Company is in advance stage of taking few redevelopment projects in Maharashtra.

During FY 22-23 Operating Revenue of the Company was Rs. 49.11 Lakhs as against Rs.98.80 Lakhs in the previous year. Operations during the year resulted in Net Profit (before tax) of Rs. 12.90 Lakhs against Rs.68.01 Lakhs in the previous year.

transfer to reserves & dividend

During the year under review, there was no amount transferred to General Reserves. Further in order to conserve resources your Directors don't recommend any dividend for FY 2022-23.

alteration of share capital clause - sub-division

During the year, in pursuance of Special Resolution passed by Shareholder on 3^rd December 2022, the face value of Equity Shares of the Company was Sub-divided from Rs.10 to Rs.2 per share with effect from Record Date of 16^th December 2022. Consequently, the Listed Capital of the Company i.e. Rs.6,33,62,410/- was revised from 63,66,241 Equity Shares of Rs. 10 each to 3,18,31,205 Equity Shares Rs. 2 (Two) each. Upon issuance of New ISIN viz INE110Q01023 (for Rs. 2 shares) by Depository and Execution of Corporate Action on 17th December 2022, the revised number of Equity Shares i.e. 3,18,31,205 Equity Shares of Rs. 2 of the Company were

listed on BSE w.e.f. 17th December 2022. There are no other changes in the Share Capital of the Company during the year under review.

ALTERATION OF OBJECT CLAUSE

During the year, Shareholders of the Company had vide special resolution passed on August 5, 2022 approved alteration in Main object clause, to enable the Company to explore business opportunities in the field of construction and real estate re-development as Builder and/or Developer and/or Consultant and/or Contractor etc. The said alteration of Main Object Clause was taken on record by the Registrar of Companies, Mumbai by issuance of a Certificate of Registration of Special Resolution confirming alteration of Object Clause dated 25^th August 2022.

ALTERATION OF ARTICLE OF ASSOCIATION

During the year under review, Shareholder of the Company had vide Special resolution passed on August 5, 2022 approved alteration of Article of Association of the Company, to align the same with Companies Act, 2013.

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 Listing Regulations shall not apply to the Company. However relevant disclosures in connection with the Corporate Governance Provisions are appropriately included in this report. Management Discussions and Analysis Report is annexed to this report as Annexure D.

DIRECTORS AND KEYMANGERIAL PERSONNEL

As of March 31, 2023, your Board comprised of 7 Directors including three (3) Executive Directors and four (4) Independent Directors. The constitution of Board, as mentioned herein is in compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations:

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.

As at March 31, 2023, Ms. Deepika Jagdale was Key Managerial Personnel in the category of Company Secretary.

During the year under review:

- Mr. Bhaven Bakhai (DIN:06805962) resigned as an Independent Director w.e.f. December 09, 2022, due to personal reasons and pre-occupation. Mr. Bhaven Bakhai had in his resignation letter confirmed that there no other material reason for his resignation;

- Mr. Ketan Shah (DIN: 03338785) was appointed as Additional Director in the category of Independent Directors w.e.f. March 23, 2023, by the Board of the Directors based on recommendations of the Nomination and Remuneration Committee and confirmation from Mr. Ketan Shah that he is eligible to the appointed as an Independent Director as per Section 149 of the Companies Act, 2013 and SEBI Listing Regulations. A proposal seeking Shareholders approval for appointment of Mr. Ketan Shah as Independent Director, not liable to retire by rotation for a period of 5 years w.e.f. March 23, 2023 forms part of the Notice of ensuing Annual General Meeting. Your Board recommends the said proposal for approval of the Shareholders;

- Shareholders of the Company had vide Special resolution(s) passed on December 3, 2022, approved re-appointment of (i) Mr. Ajay Savai as Managing Director for a period of 5 years w.e.f. 31^st October 2022; (ii) Mr. Dhaval Savai as Executive Director Finance & CFO for a period of 5 years w.e.f. 28^th September 2022 and (iii) Ms Trishana Saval as Executive Director of the Company for a period of 5 years w.e.f. 28^th September 2022; and

- Ms. Kinjal Parkhiya resigned as Company Secretary of the Company w.e.f September 15, 2022, and Ms. Deepika Jagdale an Associate Member of the Institute of Company Secretaries of India (ACS 65539) was appointed as Company Secretary & Compliance Officer of the Company w.e.f. September 30, 2022.

Notice of ensuing Annual General Meeting includes proposals for re-appointment of Mr. Nipun Zaveri (DIN: 03184387) and Mr. Pramit Shah (DIN:01960991) as Independent Directors of the Company for second term of 5 years with effect from February 29, 2024. Mr. Nipun Zaveri and Mr. Pramit Shah have consented to, and confirm their eligibility to, continue as Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 and SEBI Listing Regulations. Your Board and the Nomination and Remuneration Committee of the Board, recommends the Special Resolutions for re-appointment of these Independent Directors for approval of the Shareholders.

Further, pursuant to Section 152 of Companies Act, 2013, Mr. Dhaval Savai is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your Board recommend his re-appointment for approval of Shareholders. Mr. Dhaval 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.

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 act/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 E

Except for Mr. Ajay Savai, Mr. Dhaval Savai and Ms. Trishana Savai, Directors who are inter se related, no other Directors of the Company are related inter se.

NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During FY 22-23, your Board of Directors met 8 (Eight) times on 21^st April 2022, 18^th June 2022, 13^th August 2022, 12^th September 2022, 19^th October 2022, 24^th November 2022, 2^nd February 2023 and 23^rd March 2023. Details of attendance of Directors at the Board Meeting and at the Annual General Meeting and Extra-ordinary General Meeting held during FY 2022-23 is as mentioned herein:

Attendance in Board Meeting

PERFORMANCE EVALUATION

During the year under review, as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, the Independent Directors of the Company, in a separate meeting held on April 21, 2022 without the presence of other Directors and Management had evaluated the performance of Board, Board Committees, Executive Directors 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 April 21, 2022. The evaluation process was based on set criteria which inter alia included attendance at the meetings, participation of directors etc.

board committees

Audit Committee

As at March 31, 2023, the Audit Committee constituted as per Section 177 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 Audit Committee met five (5) times on 21^st April 2022, 18^th June 2022, 13^th August 2022, 19^th October 2022 and 2^nd February 2023.

The composition of the Audit Committee (including changes during the year) and particulars of attendance by the members at the meetings of the Audit Committee held in FY 2022-23 are given below:

• Appointed w.e.f. March 23, 2023

Scope and Terms of reference of Audit Committee is as per 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, 2023, the Nomination and Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 comprised of three (3) Independent Directors. During the year under review, the Committee met three (3) times on 12^th September 2022, 19^th October 2022 and 23^rd March 2023

The composition of the Nomination and Remuneration Committee (including changes during the year) and particulars of attendance by the members at the Committee meetings held in FY 2022-23 are given below:_

• Resigned as Director w.e.f. December 09, 2022 $ Appointed w.e.f. March 23, 2023

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, 2023, 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 October 19, 2022. The composition of the Committee (including changes during the year) and particulars of attendance by the members at the Committee meetings held in FY 202223 are given below:

#Appointed w.e.f. March 23, 2023

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;

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

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.

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 https://www.stcl.co.in/assets/pdf/Code%20Of%20Conduct Board%20of%20Directors%20& %20Senior%20Personnel.pdf

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, 2023.

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 updates are provided to the Board /Board Committees during the meeting for consideration of periodic financial results. The details of familiarization program can be viewed on Company's website at http://www.stcl.co.in/assets/pdf/familiarisation-programme.pdf

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 and/or Shareholders wherever application. The Company has adopted the Policy on Related Party Transactions in line with the requirement of Act and Listing Regulations, 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 in ordinary course of business and on arm's length terms. The particulars of contract or arrangement with related parties referred to sub section 188(1) in Form AOC-2 is annexed to this report as Annexure A

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 required under SEBI (Prohibition of Insider Trading) Regulations is available on Company's 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/Poilicy%20for%20determination%20of%20Materality%20o f % 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

STATUTORY A UDITORS

At the 38th Annual General Meeting held on August 5, 2022, Shareholders had approved appointment of M/s. JPMK & Company Chartered Accountants (Firm Reg No. 124193W), as Statutory Auditors of the Company to hold such office until the conclusion of 43rd Annual General Meeting to be held in the year 2026. The Company has received certificate of eligibility from M/s JPMK & Company in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

The Statutory Audit report for FY 2022-23 forming part of this Annual report issued by M/s. JPMK & Company, 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 2022-23 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 and annexed as Annexure B, includes qualifications. The details of qualification and response thereto is as follows:

Qualification: Audited Financial Statements of the Company for the year ended March 31, 2022 was not in accordance with Schedule III as amended vide notification no. G.S.R. 207(E) dated March 24, 2021. Further the Financial Statements was not signed by the Company Secretary resulting in violation of Section 134 of the Companies Act, 2013

Response: While relevant accounting standards have been followed, the financial statements were inadvertently prepared in amount in Rs. and certain disclosures required under revised Schedule III which were not applicable to the Company have not been included in the Notes to Account.

Qualification: Non-filing of DPT-3 for the year ended March 31, 2022, for reporting of Unsecured

Loans taken from Directors

Response: This was inadvertently missed out.

Qualification - 100% Shareholding of Promoter and Promoter Group not held in Demat mode, as one of the Shareholder M/s. Aster Text India Pvt Ltd, who has been declared as Promoter with nominal shareholding in the Shareholding Pattern holds shares in Physical mode, resulting in non-compliance of Regulation 31(2) of Listing Regulations. As informed by the Company to BSE, the promoters are unaware of the said shareholder who continues to be reported as Promoter erroneously in the Shareholding Pattern.

Response: Aster Text India Pvt Ltd has been shown as Promoter in the shareholding Pattern since past few years. However, the said entity is not related to the Promoter / Promoter group. Further since the said entity is not contactable, their shareholding continues to be in physical mode.

Qualification: The Structured Digital Database of Designated Persons / Insiders was maintained by the Company in Excel format till November 15, 2022, subsequent to which a Software was procured, resulting in non-compliance of Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulation, 2015 till November 15, 2022. Further Certificate on compliance of Structured Digital Database for the quarter ended June 30, 2022, was not available for verification.

Response: Considering the fact that the Company did not have any business operations and there were no employees / designated persons, other than Promoters, the Structured Digital Database was maintained in Excel and details of Promoters / Directors were updated with RTA & Depositories. However, in compliance with the regulatory requirements, a Software complying with regulatory requirement was procured and installed since November 15, 2022. SDD Certificate as advised by BSE via email was inadvertently missed out for quarter ended June 30, 2022 as since the Company Secretary at that point in time same was not filed at a later date.

COST AUDIT & INTERNAL AUDIT

The requirement of maintenance of Cost Records or appointment of Cost Auditor is not applicable to the Company. Further, the Chief Financial officer of the Company has been designated as Internal Auditor in compliance with the requirements of Section 138 of the Companies Act, 2013.

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. There was no acquisition or divestment during the year. However, during the year your Company had on December 9, 2022 established a Limited Liability Partnership in the name of Ssavai-Smart Abodes LLP ('LLP') with initial capital of Rs.1,00,000/-wherein 95% stake will be held by the Company. As at March 31, 2023, no investment was made in the said LLP.

ANNUAL RETURN

Draft of Annual Return of the Company for the year ended March 31, 2023 has been uploaded on website of the Company and 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 the Notes to the 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, 2023. 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 C

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.

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.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Considering the current 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.

There were no foreign exchange earnings or out go 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) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) the 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 Dhaval Savai

Managing Director Executive Director & CFO

DIN: 01791689 DIN: 07003711

Place: Mumbai Date:11.07.2023