Dear Shareholder(s),

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.

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

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

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.

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.

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

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.

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.

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.

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.

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

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.

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/-

11.1 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.

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:

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.

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.

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.

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

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

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/ reappointment.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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

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

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.

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:-

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

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.

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.

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.

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.

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.