Market & News

of Directors of the Company

Dear Members,

The Directors of the Company have the pleasure to present this 30^th Integrated Annual Report of Starcom Information Technology Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2025.

1. Financial Performance:

(Rs. In lakhs)

	Standalone
Particulars	Financial Year 2024-2025 (FY 2025)	Financial Year 2023-2024 (FY 2024)
Total Income	330.49	181.83
Total Expense	830.14	818.94
Profit/ (loss) before extraordinary items & tax	(499.65)	(637.11)
Exceptional Items	-	-
Profit/ (loss) before tax	(499.65)	(637.11)
Tax expenses/ (Income)	-	131.49
Profit/ (loss) for the period	(499.65)	(768.60)
Other Comprehensive Income	(1.66)	(2.66)
Total comprehensive income/ (loss) for the year, net of tax	(501.31)	(771.26)
Earnings per share (basic and diluted)	(9.99)	(15.37)

2. State of Company's Affairs:

During the year under review, the company has earned a Total income of INR 3.30 crore which had increased by 81.75% as compared to the total income of the previous year. Further the company has posted a total loss of INR 5.01 crore as compared to a total loss of INR 7.71 crore in the previous year. The Net loss of the company decreased by 35% as compared to the net loss the company incurred during the previous financial.

The company has registered an increase in the annual revenue from operations by about 65.36% compared with the previous year. The loss for the period before tax stands at INR 4.99 crore as compared to a loss of INR 7.69 crore in the previous year.

The increase in revenue was due to orders from customers in the current year and orders of previous years executed in current financial year. Further the loss for the period was lower due to higher revenue.

The Company is making efforts to improve operational effectiveness, optimize costs and increase market reach across all businesses. Barring unforeseen circumstances, these initiatives would positively impact the current year business revenues and improve the operating margins and hence the company will be profitable in the coming period. Your directors are continuously working on different avenues for future growth of the company.

3. Change in the nature of business, if any:

The Company's principal business is to be a global IT driven solution provider in the Business Intelligence, Analytics and Big Dataspace, focused on innovative products and services. There was no change in nature of business activity during the year.

4. Dividend:

The Board did not declare any dividend for the present financial year in the absence of distributable surplus.

5. Transfer to reserves:

The closing balance of the retained earnings of the Company for FY 2025, after all appropriations and adjustments were INR (28.78) crore. The Company has not transferred any amount to any reserve except to what has been shown in the audited Financials of the Company.

6. Share Capital:

During the financial year under review your there were no changes in the Capital Structure of the Company.

The paid-up Share Capital of the Company as on March 31, 2025 was INR 5,00,06,000/- (Indian Rupees Five Crore Six Thousand only) divided into 50,00,600 (Fifty Lakhs six Hundred) Equity Shares of INR 10/- (Indian Rupees Ten only) each. The capital structure is as below:

Particulars	As at 31st March 2025		As at 31st March 2024
	No. of Shares	Amount (INR)	No. of Shares	Amount (INR)
Share Capital
Authorized Capital
Equity Share of INR 10/- each	55,00,000	5,50,00,000	55,00,000	5,50,00,000
TOTAL	55,00,000	5,50,00,000	55,00,000	5,50,00,000

 

Particulars	As at 31st March 2025		As at 31st March 2024
	No. of Shares	Amount (INR)	No. of Shares	Amount (INR)
Issued, Subscribed and fully paid-up capital:
Equity Share INR 10/- each	50,00,600	5,00,06,000	50,00,600	5,00,06,000
TOTAL	50,00,600	5,00,06,000	50,00,600	5,00,06,000

Reconciliation of number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars	As at 31st March 2025
	No. of Shares	Amount (INR)
Equity Shares with voting rights
Opening Balance	50,00,600	5,00,06,000
Add: Shares issued during the year	-	-
Closing Balance	50,00,600	5,00,06,000

7. Listing/Delisting:

The equity shares of the Company are listed at BSE Limited ("BSE"). The Equity Shares of the Company will continue to remain listed on BSE having nationwide terminals and the shareholders of the Company shall continue to avail the benefits of listing and trading on BSE. The stock code of the Company at BSE is 531616.

8. Consolidation of Accounts:

As there is no subsidiary for our company as on 31^st day of March, 2025, consolidation of accounts for the year ended does not arise.

9. Events Subsequent to the date of the Financial Statements:

There have been no material changes and commitments which have affected the financial position of the Company for the Financial Year ended 31^st March, 2025 and the date of this Board Report.

10. Public Deposits:

The Company has not accepted or invited any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

11. Details of Directors / Key Managerial Personnel:

During the year under report the Board was duly constituted as per the provisions of the Companies Act, 2013 and the following directors were on the board:

Sl. No. DIN	Name of Director	Designation	Date of Appointment
1. 00002098	Ziaulla Sheriff	Chairman and Managing Director	12/08/2011
2. 00020029	Maddur Gundurao Mohan Kumar	Independent Director	12/08/2011
3. 03642269	Hina Sayeeda	Non-Executive Director	08/11/2014
4. 03202991	Supriya Kumar Guha	Non-Executive Director	28/08/2024
5. 07624256	Akthar Begum	Independent Director	28/08/2024
6. 10747513	Krishnendu Prasad Ray	Independent Director	28/08/2024

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel for the period were as follows:

Sl. No. DIN/ PAN	Name of Key Managerial Personnel	Designation	Date of Appointment
1. 00002098	Ziaulla Sheriff	Chairman and Managing Director	12/08/2011
2. AAOPA8142K	Mukhtar Ahmad	Chief Financial Officer	01/06/2011
3. GEDPS6725H	Joydeep Sarkar	Company Secretary	01/12/2023

The company in its Board meeting held on 28^th August 2024 has appointed Ms. Akhtar Begum (DIN 07624256 and ID no. IDDB-DI-202405-060085) as an additional and independent director of the Company on the Board, Mr. Krishnendu Prasad Ray (DIN 10747513 and ID no IDDB-NR-202406-060364) as an additional and independent director of the Company on the Board and Mr. Supriya Kumar Guha (DIN 03202991) as a non-executive and additional director on the Board. Further the company in the Annual General meeting held on 30^th day of

September 2024 had regularized the appointment of Ms. Akhtar Begum & Mr. Krishnendu Prasad Ray as independent directors of the Company for a period of 5 years and also appointed Mr. Supriya Kumar Guha (DIN 03202991) as a non-executive director on the Board.

Mr. Mohmmad Yousuf Khan (DIN: 00570339), Independent Director of the company has resigned from the office of Independent Directors due to personal reasons as on 7^th September 2024.

Further, Mr. Krishnendu Prasad Ray, holding Director Identification Number (DIN) 10747513 and Independent Directors Database ID (IDDB-NR-202406-060364), has tendered his resignation from the office of Independent Director of the company. The resignation was submitted vide letter dated 22^nd August 2025, and was received by the company on 26^th August 2025 citing personal reasons. The Company, on the same day, informed BSE on Mr. Krishnendu Prasad Ray's resignation. The Company is on the process of filing his DIR-12 with Ministry of Corporate Affairs.

Pursuant to the provisions of Section 149 of the Act, the independent directors are in process of submitting declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

At the time of appointment of Independent Director, through the induction process, he/she is familiarized with the Company, the Director's roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee Meetings covering various areas including business, strategy, financial performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

The details of training and familiarization programs are available on our website at https://www.starcominfotech.com/images/starcom/pdfs/familiarisation programme Indepen dent Directors.pdf

The Company has a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Board and its Committee evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed by the Board as a whole. Feedback was also sought on the contributions of individual Directors. Formal Annual Evaluation was made in compliance with all the applicable provisions

of the Act. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

None of the Directors are related to each other or KMP of the Company except Mr. Ziaulla Sheriff and Ms. Sayeeda Hina, being father and daughter.

12. Policy on directors' appointment and remuneration and other details:

The Policy on the directors' appointment and remuneration can be found on the company's website. The link of the same is: 6-Criteria-of-making-payments-to-non-executive directors.pdf (starcominfotech.com)

13. Number of Meetings of the Board:

The Board met Six (6) times during the financial year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Attendance at the Board meetings:

Name of Director	Date of Board Meeting
	30th May 2024	14th August 2024	28th August 2024	6th Septemb er 2024	14th November 2024	14th February 2025
Ziaulla Sheriff	Present	Present	Present	Absent	Absent	Absent
Maddur Gundurao Mohankuma r	Present	Present	Present	Absent	Absent	Absent
Sayeeda Hina	Present	Present	Present	Absent	Absent	Absent
Mohammad Yousuf Khan	Present	Present	Present	Absent	NA	NA
Supriya Kumar Guha	NA	NA	NA	Present	Present	Present
Akthar Begum	NA	NA	NA	Present	Present	Present
Krishnendu Prasad Ray	NA	NA	NA	Present	Present	Present

Further the Independent Directors of the Company met once (1) on 14^th February 2025 and all Independent Directors were present in the meeting.

14. Committees of the Board:

As on March 31, 2025, the Board had three committees, namely: the audit committee, the nomination and remuneration committee, stakeholder's relationship committee.

All the committee were reconstituted by the Board on 28^th August 2024.

A. Audit Committee:

Terms of reference:

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:

• Investigate any matter within its terms of reference or in relation to the compliance with the provisions of the Companies Act, 2013 or referred to it by the Board;

• To seek any information, it requires from any employee;

• Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary;

• Have full access to information contained in the records of the Company.

The role of the Committee includes the following:

• To oversee the Company's financial reporting process and the disclosure of its financial information and to ensure that the financial statements are correct, sufficient and credible;

• To recommend the appointment, remuneration, terms of appointment and removal of Statutory Auditor, and to review the manner of rotation of Statutory Auditor;

• To approve transactions of the Company with related parties, including modifications thereto;

• To review and monitor the Statutory Auditor's independence and performance, and effectiveness of the audit process;

• To evaluate the Company's internal financial controls and risk management systems;

• Scrutiny of inter-corporate loans and investments;

• To review with the management the Annual and Quarterly financial statements and Auditor's Report thereon before submission to the Board for approval;

As on March 31, 2025 the committee comprises of three directors viz. Ms. Maddur Gundurao Mohan Kumar, Mr. Krishnendu Prasad Ray and Ms. Akthar (independent Director) is the chairman of the committee. The company secretary of the company is the secretary to this committee.

All the members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Further, the committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.

During the year under review, the audit committee met Five (5) times on 30/05/2024, 14/08/2024, 06/09/2024, 14/11/2024 & 14/02/2025 and the gap between two meetings did not exceed one hundred and twenty days. The Composition & attendance of the members of the committee is given below: -

Audit Committee Member	Category	No. of Meetings Attended
Mr. Maddur Gundurao Mohankumar	Independent Director	2
Ms. Sayeeda Hina	Non-Executive Director	2
Mr. Mohammad Yousuf Khan	Independent Director	2
Ms. Akthar Begum	Independent Director	3
Mr. Krishnendu Prasad Ray	Independent Director	3

B. Nomination and Remuneration Committee:

Terms of reference:

• To determine the compensation packages of Executive Directors and Senior Executives of the Company. The committee will review recommendations made to it by the Company and others.

• To act as the duly authorized committee of the Board.

• To determine the parameters and supervise the operation of the bonus schemes of the Company.

• To investigate any activity within its terms of reference.

• To seek any information from any employee of the Company. Employees are directed to cooperate with any relevant request made.

• To obtain outside legal or independent professional advice. Such advisors may attend meetings as necessary.

• To incur such reasonable expenditure, as it deems necessary.

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

• Formulation of criteria for evaluation of Independent Directors and the Board.

• Devising a policy on Board diversity.

• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and carry out evaluation of every Director's performance.

The Board has constituted a Nomination and Remuneration Committee in line with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. The Committee, inter-alia, co-ordinates and oversees the annual performance evaluation of the Board, Committees and individual Directors.

As on March 31, 2025 the committee comprises of three directors viz. Mr. Krishnendu Prasad Ray, Mr. Supriya Kumar Guha and Ms. Akthar Begum (independent Director) is the chairman of the committee. The company secretary of the company is the secretary to this committee.

During the year under review, the Nomination and Remuneration Committee met one (1) time on 14/02/2025. The Composition & attendance of the members of the committee is given below:

Nomination and Remuneration Committee Member	Category	No. of Meetings Attended
Ms. Akthar Begum	Independent Director & Chairman	1
Mr. Supriya Kumar Guha	Non-Executive Director	1
Mr. Krishnendu Prasad Ray	Independent Director	1

C. Stakeholders' Relationship Committee:

Terms of Reference

The Committee monitors the Company's response to investor complaints like non receipt of dividend, annual reports, notices etc. It has also been authorized to approve the issue of duplicate share certificates in lieu of those lost or destroyed. The composition and terms of reference of the Committee are in conformity with the requirements of Regulation 20 of the Listing Regulations and provisions of Section 178 of the Act. The Committee has been empowered to consider and resolve the grievances of the security holders of the Company.

Functions and Powers:

• To review statutory compliance regarding the Equity share (Investors);

• To review various reports related to Investors;

• To review grievances of Investors;

• To review transfer of shares;

• To review transmission of shares;

• To review deletion of names from share certificates;

• To review change of name of Member on share certificates;

• To review issue of duplicate share certificates;

• To review dematerialization of shares and

• Any other matter relating to the above-mentioned functions incidental to the shareholders/investors of the Company.

In accordance with the provisions of the Listing Regulations, the power to execute transfers, transmissions, etc. of shares in the physical form has been delegated to the Registrar & Share Transfer Agents.

As on March 31, 2025 the committee comprises of three directors viz. Mr. Krishnendu Prasad Ray, Mr. Maddur Gundurao Mohankumar and Mr. Supriya Kumar Guha (NonExecutive Director) is the chairman of the committee. The company secretary of the company is the secretary to this committee.

During the year under review, the Nomination and Remuneration Committee met one (1) time on 14/02/2025. The Composition & attendance of the members of the committee is given below:

Nomination and Remuneration Committee Member	Category	No. of Meetings Attended
Mr. Supriya Kumar Guha	Non-Executive Director & Chairman	1
Mr. Maddur Gundurao Mohankumar	Independent Director	1
Mr. Krishnendu Prasad Ray	Independent Director	1

D. Corporate Social Responsibility Committee:

During the year under review, the Company did not fall within the purview of Section 135 of the Companies Act, 2013 and it was not mandatory for the Company to constitute committee on Corporate Social Responsibility or incur any expenditure towards Corporate Social Responsibility. Hence the Company has not constituted the Corporate Social Responsibility Committee.

15. Policy on directors' appointment and remuneration and other details:

The appointment of the Directors and the Key Managerial Personnel is recommended to the Board by the Nomination and Remuneration Committee. The Company has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees. A copy of the policy is on the website of the company, the link to the same is 6-Criteria-of-making- payments-to-non-executive directors.pdf (starcominfotech.com).

16. Loan from Directors:

The Company has taken loans from Directors during the year under review and have obtained declaration pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of money accepted by the Company from the Director during the financial year 2024-25 is mentioned below:

(Amount in Lakhs)

Name of Director	Designation	Amount of Loan Outstanding as on 31st March 2025
Ziaulla Sheriff	Managing Director	461.75
Ziaulla Sheriff	Managing Director	258.36 (rent payable)

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

18. Vigil Mechanism and Whistle Blower:

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on vigil mechanism/ whistle blower policy may be accessed on the Company's website at http://www.starcominfotech.com/images/starcom/pdfs/VigilMechanism.pdf

19. Internal Financial Control & Adequacy:

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

During the year, controls were tested and reportable material weakness were identified. The Auditors had also stated about material weakness in their report on adequacy of internal financial control. The Company is taking necessary steps to improvise the documentation in respect of specific policies and procedures and the IT Controls pertaining to internal financial controls over financial reporting.

20. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Company has not declared any dividend during the Financial Year 2024-25 and hence no unclaimed Dividend was transferred to the Investor Education and Protection Fund.

21. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and therefore no report is attached under this head.

22. Disclosure under Sexual Harassment of Women at Work Place - Prevention Prohibition and Redressal Act, 2013:

The Company has in place an Anti-sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) is being setup pursuant to the provisions mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 relating to the constitution of Internal Complaints Committee to redress the complaints received regarding sexual harassment. All employees are covered under this Policy. The policy is gender neutral.

During the financial year under review, the Company did not receive any complaints pertaining to sexual harassment.

23. Compliance with the Maternity Benefit Act, 1961

The Company affirms full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible female employees were granted maternity leave in accordance with statutory entitlements, including the extended leave period where applicable. The Company has also ensured the provision of nursing breaks during working hours, as mandated under Section 11A of the Act, thereby facilitating a supportive environment for new mothers returning to work.

Where the employee strength at a given location exceeded the prescribed threshold, creche facilities were made available either directly or through third-party arrangements, in line with Rule 6 of the Maternity Benefit (Mines and Circus) Rules, 1963 and relevant notifications. The Company continues to monitor compliance through periodic HR audits and remains committed to fostering a workplace culture that upholds dignity, inclusivity, and statutory protections for all employees.

24. Change in name of Registrar and Share Transfer Agent

The name of Registrar and Transfer Agent of the Company is changed to MUFG Intime India Private Limited (RTA) from Link Intime India Private Limited, with effect from December 31, 2024. This is pursuant to acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement.

25. Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your Company. Thus, the Company is not required to annex a Report on Corporate Governance.

26. Management Discussion & Analysis Report:

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is attached as Annexure I and forms a part of this Report.

27. Extract of annual return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Act, the Annual Return in Form MGT-7 is placed on the website of the Company and same can be downloaded by clicking on the following link: https://starcominfotech.com/investors.aspx

28. Particulars of Employees:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Directors' Report pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II.

There was no employee drawing remuneration more than the limit mentioned under Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is set out as Annexure III.

The Company does not have any Holding Company or Fellow Subsidiary Company and thus, provision w.r.t. receipt of commission from them is not applicable.

29. Health, Safety and Environment:

Your Board is committed to highest standards of providing healthy environment for safety of its employees and your Board reviews the same from time to time.

30. Gender-Wise Employee Strength

As on 31^st March 2025, the total number of employees on the rolls of the Company is as follows:

• Male: 25

• Female: 7

• Transgender: Nil

This disclosure is made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, and reflects the Company's commitment to transparent reporting and inclusive workforce representation. The Company continues to promote diversity and equal opportunity across all levels of its operations.

31. Particulars of Loans, Guarantee & Investment:

Details of loans, guarantees and investments under the provisions of section 186 are given in notes to financial statements.

32. Directors' responsibility statement:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

The directors confirm that:

• In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

• They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and are 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.

• They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

• They have prepared the annual accounts on a going concern basis.

• They have laid down the internal financial controls to be followed by the Company and that they are adequate and were operating effectively.

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

33. Statutory Auditors:

In accordance with the Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014, at the Annual General Meeting (AGM) held on 30^th September 2022, M/s CAS & Co. (formerly known as K.M. Tulsian & Associates) Chartered Accountants (Firm Registration No. 111075W) were appointed as Statutory Auditors of the Company for a term of 5 years from the conclusion of the 27^th Annual General Meeting until the conclusion of 32^nd Annual General Meeting.

The requirement for annual ratification of auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013 and Code of ethics issued by Institute of Chartered Accountants of India. Further the auditors have also confirmed that they have been peer reviewed and a certificate to that extent has been obtained by the Company.

The Statutory Auditors of the Company have provided a Qualified Opinion of the Financial Statements of the Company which comprises the Balance Sheet as at 31^st March 2025, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date and notes to financial statements a summary of the significant accounting policies and other explanatory information.

The management's reply to the observations/Qualification in the Statutory Audit Report is given under:

Clause No.	Statutory Auditors' Remarks/ Observations	Management Reply
a.	As stated in Note No. 39 of the accompanying financial statements, The Company have an overdue statutory dues as on 31st March 2025 in respect of Sales Tax / Service Tax / Goods and Service Tax of Rs. 240.58 lacs (including interest of Rs. 166.54 lacs), Provident Fund / ESIC / Professional Tax of Rs. 227.84 lacs (including interest of Rs. 139.04 lacs) and Tax Deducted at Source or Rs. 1047.77 lacs (including interest of Rs. 574.01 lacs). Though the Company has provided for interest up to 31st March 2025 in respect of these liabilities, any other consequential impacts as per the respective laws are not ascertained at present. Accordingly, we are unable to comment upon the resultant effect of same on the Assets, Liability and Loss of the company.	The company has paid a sum of INR 33.16 Lakhs, INR 5.37 and INR 25.69 Lakhs against PF, TDS & GST respectively in FY 2024-25 and will be servicing all the statutory dues in the next financial year.
b.	As stated in Note No. 40 of the accompanying financial statements, the Company has not provided rent for the year ended 31st March 2025 amounting to Rs. 37.95 lacs in respect of office premises owned by a promoter of the Company jointly with his partner in other business. since the Company is having stress in working capital finance and major funds are utilized in intangible assets under development. Had these expenses have been	There is no rental agreement between the Company and Landlord for the previously occupied premises. The company has subsequently shifted its corporate office to a new premises and provisions and payments
	recognized by the Company, rent expense, loss for the year would have been higher by Rs. 37.95 lacs and liabilities and debit balance of other equity would have been higher by Rs.607.15 lacs as at 31st March 2025.	are made wherein rent is paid on monthly basis.
c.	c. Attention is invited to Note No. 41 of the accompanying financial statements, in respect of Intangible Assets under Development amounting to Rs. 2431.02 lacs which has not been completed since long time. In the absence of appropriate audit evidence, we are unable to comment whether it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and impairment loss if any in respect of the same. Accordingly, we are unable to comment upon the resultant effect of same on the Assets, Liability and Loss of the company.	The company has initiated the process of capitalizing the Intangible assets and in the coming financial year the same will be completed and will be registered as an Intellectual Property. There was no development in the financial year 2024-25.
d.	As stated in Note No. 21 of the accompanying financial statements, The company has received an amount of Rs 1000 lakhs from the City builder ( the new buyer of the land ) as a compensation for vacating the premised which was taken as lease earlier for 40 Years of lease period, this lease was between the Premises earlier Owner and Mr. Ziaulla Sheriff (Director of company) since in the absence of relevant document to conclude the nature of the transaction the said amount has been shown as Other current liability.	The transaction will be concluded in the next financial year with the relevant documentation for the same.
e.	Material Uncertainty Related to Going Concern Attention is invited to Note No. 42 of the accompanying financial statements which indicate that the company has incurred cash losses, and its net worth is fully eroded. Further the Company's Current liabilities exceed its current assets as at the date of the Balance sheet. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, the company has prepared its financials on going concern basis, as the Management is pursuing prospective investors to meet its working capital requirements	The management is actively pursuing with prospective investors for investment in the company. The operations of the Company are expected to make profits in future.
	and is of the opinion that the operations of the Company will make profits in future.
f.	Remark in the Companies (Auditors Report) Order, 2020 According to the records of the Company, amount deducted/accrued in the books of accounts in respect of the undisputed statutory dues including Provident fund, Employee's State Insurance, Income tax, Goods and Services tax, Duty of Customs, Cess and other Statutory Dues wherever applicable have not been regularly deposited with the appropriate authorities. For details Refer Note no. 39 of the financial statements.	The amounts paid to the statutory authorities for the year are mentioned in Point A of this report.
g.	Remark in the Companies (Auditors Report) Order, 2020 According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, goods and service tax, customs duty, cess and any other statutory dues which have not been deposited on account of any dispute except the following:	The company is working with authorities to get the disputed liabilities cleared.

 

Name of the statute	Amount in Lakhs
Value Added Tax, Karnataka	37.25
Employees Provident Fund and Miscellaneous Provisions, Act	144.85
Professional Tax, Karnataka	0.06
Income Tax Act, 1961	592.87
Goods and Services Tax Act, 2017	177.85

34. Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board appointed M/s Mehul Jain & Associates, Company Secretaries (FRN: S2025KR1012600) as Secretarial Auditor of the Company for financial year 2024-2025. The Secretarial Audit Report issued by M/s Mehul Jain & Associates, Company Secretaries (FRN: S2025KR1012600) for the financial year 2024-25 in Form MR-3 forms part of this report and marked as Annexure IV. The reply from the Board on the remarks/ qualifications of the Secretarial Auditors is as under:

Sl. No.	Secretarial Auditors' Remarks/ Observations	Management Reply
a.	The Company has delayed in submitting the Shareholding Pattern of the company for the Quarter ended March 2024 to the BSE pursuant to Regulation 31(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and paid a fine in this regard.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
b.	The Company has delayed in intimating the stock exchange with regards to various Board Meetings held to the BSE pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has paid a fine in this regard.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
c.	The Company has delayed in submitting the Share Capital audit report for Quarter ended March 2024 to the BSE pursuant to Regulation 76 (1) SEBI (DAP) Regulation, 2018.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
d.	The Company has delayed in submitting the Statement of Grievance Redressal Mechanism of the company for the Quarter ended March 2024 to the BSE pursuant to Regulation 13(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and paid a fine in this regard.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
e.	The Company has delayed in submitting the Processing of Demat requests form by Issuer/ RTAs report for Quarter ended March 2024 to the BSE pursuant to Regulation 74 (5) SEBI (DAP) Regulation, 2018.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
f.	The Company appears to be an entity which is Structured Digital Data base non-compliant entity and the same appears on the BSE website.	The company remains committed to be fully compliant and will see through that the same is complied.
g.	The Company has not filed the reporting of annual return on Foreign Liabilities and Assets (FLA) for the Financial Year (FY) 2020-2021, FY 2021-22, FY 2022-23, FY 2023-24 & FY 2024-25 as required under the Foreign Exchange Management Act, 1999 even though it has foreign / non-resident shareholding.	The Company has initiated the process of filing the FLA required under the Foreign Exchange Management Act, 1999 and the delay will be rectified shortly.
h.	The Company has failed to file Form MSME Form I with the Registrar of Companies pursuant to Order 2 and 3 dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013 even though the company has outstanding payments to Micro or Small Enterprises.	The management has noted this error and in process to take necessary steps to rectify the same
i.	The Company has delayed in filing the Annual return in Form MGT-7 with the office of the Registrar of Companies pursuant to Section 92 of the Companies Act 2013 read along with rule 11 of the Companies (Management and Administration) Rules, 2014 and has paid late filing fee.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
j-	The Company has delayed in filing the Annual accounts in Form AOC-4 with the office of the Registrar of Companies pursuant to Section 137 of the Companies Act 2013 read along with rule 12(2) of the Companies (Accounts) Rules,2014 and has paid late filing fee.	The Management has noted about the delay and has undertaken that the same shall be taken care of in the future.
k.	We have not received the signed copies of Minutes of the Meetings along with the attendance register and notice of the Board of Directors of the Company, the committees' meetings and Shareholders meetings.	The same was in place signed but we were not able to produce the same due to internal restructuring
l.	We have not received the declaration from independent directors of the company about their independence and qualification pursuant to the provision of Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The same was in place signed but we were not able to produce the same due to internal restructuring

35. Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and on the basis of the recommendation of Audit Committee, M/s Nagaraj & Ajith, Chartered Accountants (FRN: 010986S) continue to act as the Internal Auditors of the Company for the financial year 2024- 2025.

The report of the internal Auditor of the company is available on the website of the company at https://starcominfotech.com/

36. Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

37. Related Party Transactions:

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including transactions entered at arm's length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure V to the Directors' Report.

38. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is attached as Annexure VI.

39. Research & Development Activities:

The Management of your Company has been committed to building a strong R&D culture from day one and has set clear R&D goals. In order to achieve these goals, the Company has focused on furthering the efficacies of R&D activities as well as building synergies among multiple-impact technologies.

40. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

41. Subsidiaries, Joint Ventures & Associates:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

42. Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

43. Risk Management:

The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.

Risk management is an integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Board is in process of revamping its risk management policy to make it more in line with the future plans of the company.

44. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016.

45. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

There is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

46. Green Initiative:

Electronic copies of the Annual Report 2024-25 and the Notice of the AGM are sent to all the members whose email addresses are registered with the Company.

47. General:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Issue of sweat equity shares.

iv. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3) (c) of the Companies Act, 2013).

v. Explanation for deviation in use proceeds of public issue, rights issue, preferential issue etc.

Further the Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

48. Acknowledgements:

Your directors would like to express their sincere appreciation for the assistance and cooperation received from Financial Institutions, Government Authorities, customers, vendors, members and all stakeholders of the Company during the year under review.

Further, your directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

Furthermore, your directors wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Place: Bengaluru	For and on behalf of the Board of Directors
Date: 03.09.2025	Starcom Information Technology Limited
	Ziaulla Sheriff
	Chairman and Managing Director
	DIN: 00002098