Your board of directors has pleasure in presenting the 28^th Annual Report together with the Audited
Statement of Accounts of the Company for the financial year ended 31^st March 2025.

The Financial Results of your company for the year ended on 31^st March 2025 are as follows:

Performance of your Company

The Indian textile and apparel sector witnessed a moderate recovery in FY 2024-25. Domestic
demand remained firm, especially in urban apparel, technical textiles, and home furnishings. Export
growth, however, was sluggish due to global headwinds, particularly from Europe and the US.
Exports of textiles and apparel touched approximately $47.5 billion, a marginal growth over FY
2023-24, driven primarily by value-added garments and sustainable product categories.

The Company has in place adequate internal control systems commensurate with the size and nature
of its operations. These systems ensure accuracy in financial reporting, operational efficiency, and
legal compliance. The Audit Committee periodically reviews the internal audit findings and corrective
actions are taken accordingly.

On the other hand, continuous Efforts of the Management of your company resulted to increase to
some extent the textile segment of the company. Further company has settled or in process of
settlement of secured/unsecured Loans of Banks. The Management of your company also committed
to face all the challenges and exploit the available opportunities and take your company to new
heights.

Operations

Results of the Company for the last financial year are as follows; Total revenue for the year ended
31^st March, 2025 has been increased to Rs. 11,072.51 lakhs as compared to previous year's Rs.
8,678.61 lakhs. Hence there was a increase of 26% to 27%. The operating profit/(loss) before tax and

exceptional items is Rs. (56.78) lakhs. The net profit/(loss) for the year after current year tax and
deffered tax is Rs. (65.68) lakhs as compare to net loss of Rs. (258.39) lakhs in the previous financial
year before exceptional items.

Dividend

The Board of Directors of the Company does not recommend any dividend for the financial year
ended 31^st March, 2025.

Unclaimed Dividends:

Company has not paid any dividend in last considerable years so the applicability of different rules,
act and regulation is not applicable.

Reserves

Disclosure on particulars relating to Reserves, if any, is provided in the financial statements annexed
herewith.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015 as amended from time to time
is presented in a separate section forming part of the Annual Report. (Annexure-I)

Indian Accounting Standard (Ind AS)

Company has adopted Indian Accounting Standards (IND AS) prescribed under section 133 of the
Companies Act, 2013, read with the relevant rules issued thereunder as amended from time to time
and accordingly, Financial Results of 2024-25 have been prepared in accordance with the recognition
and measurement principals laid down in Ind AS 34 "Interim Financial Reporting" and the other
accounting principles generally accepted in India. The Impact of transition has been accounted for in
the opening reserves and the comparative figures have been reinstated accordingly.

Segment Reporting

Company has income from single segments i.e.; Textile segment during the year and the Financial
Statements has been prepared in accordance with the recognition and measurement principles laid
down in Ind AS 34 “Interim Financial Reporting” and other accounting principles generally accepted in
India, as amended from time to time.

Fixed Deposit

No Fixed Deposits was held by the company as on 31^st March 2025.

Listing and ISIN

Equity Shares of the Company are listed at BSE Limited (BSE), Mumbai and National Stock
Exchange of India Limited (NSE), Mumbai. The Annual Listing Fees for the Financial Year 2025-26
has already been paid by the Company to both the stock exchanges.

The Company's shares are compulsorily traded in De-Materialized form.

The ISIN for fully paid-up equity shares is INE353H01010.

Share Capital

There was no change in the Authorized Share Capital of the Company during last financial year and it
remains unchanged at Rs.42,00,00,000/- (Forty-Two Crores only) divided into 4,20,00,000 (Four
Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.

The paid-up share capital of the Company as on 31^st March 2025 was showing at Rs. 27,22,42,585/-
consisting of 26990915 fully paid-up Equity shares of Rs.10/- each and 461765 partly paid up Equity
Shares of Rs. 5/- each as it is shown on MCA, BSE, NSE, NSDL & CDSL (some partly paid shares
matter is still pending).

Address of Corporate Office

At present the Corporate Office of the company is situated at Plot No.207-208, Sector-58, Faridabad-
121004, HR (India). All the Shareholders of the Company are requested to please take a note of the
same.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company
occurred during the Financial Year ended as on 31st March, 2025 to which this financial statement
relates on the date of this report.

Directors & Key Managerial Personnel

Further there was some changes in Composition of Board of Directors during the last financial year.
Mr. Armaan Aggarwal (DIN: 10213418), Executive Director appointed on the Board of Directors w.e.f.
13^th August, 2024. Mr. Manav Rastogi (DIN: 01055505), Non-Executive Director of the company
resigned from the Board of Directors of the Company w.e.f. 13^th August, 2024. Ms. Anjana Mehra
(DIN: 07071868), who served as an Independent Woman Director of the Company from January 17,
2015 has concluded her tenure as an Independent Woman Director on the board of the Company.
Her term officially ended from the close of business hours on January 16, 2025, following completion
of her second term.

Ms. Payal Garg (DIN: 10888198) appointed as an Additional Non-Executive Independent Woman
Director on the Board of Directors of the Company with effect from 16^th January, 2025.

At present the total strength of the Board of directors is six directors. Out of which three are Executive
Directors and three are Non-Executive Independent Directors.

Retirement by Rotation

In the company there are three rotational directors at present. In accordance with the provisions of
Section 149(13) of the Companies Act, 2013, which states that the provision of sub-sections (6) and
(7) of section 152 in respect of retirement of Directors by rotation shall not apply to the appointment of
Independent Directors. Hence two directors shall be liable to retire by rotation in the forthcoming 28^th
AGM out of which one director shall be retire in the ensuing 28^th AGM. So, Mr. Vinod Kumar
Aggarwal (DIN: 00170712), Managing Director of the Company shall retire by rotation at the
forthcoming 28^th Annual General Meeting (AGM) and being eligible, he has offered himself for re¬
appointment. A brief resume of director, containing their age, qualifications and experience is already
given in the annexure to the notice convening ensuing 28^th Annual General Meeting.

The resolution contained at Item No. 2 of the notice is being proposed for his re-appointment as
director at the ensuing Annual General Meeting of the Company. The board recommends his re¬
appointment.

Declaration by Independent Directors

STL Global Limited abided by definition of Independence as per Regulation 17 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and according to the Provision of Section
149 (6) of the Companies Act, 2013 as amended from time to time. The company has also obtained
declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act,
2013.

Company’s Policy relating to Director’s appointment, payment of remuneration and discharge
of their duties

Your Company has adopted a Nomination and Remuneration Policy on Directors Appointment and
Remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters as provided under Section 178(3) of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as
amended from time to time. The Nomination and Remuneration Policy is available on the website of
the company at www.stl-global.com.

Loans, Investment and Guarantees by the Company

Disclosures on particulars relating to Loans, guarantees or investments under Section 186 of the
Companies Act 2013, if any, is provided as annexures of financial statements.

Secretarial Audit

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions,
if any, of the Companies Act, 2013 as amended from time to time, the Company has appointed M/s
Vijay Mourya & Associates, a Company Secretary Firm to undertake the Secretarial Audit of the

Company for the Financial Year 2024-25. The Secretarial Audit Report (Form MR-3) for the Financial
Year 2024-25 is annexed herewith as part of Director's Report as (Annexure-II).

Director’s Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies
Act, 2013 as amended from time to time:

1. That in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departures.

2. That 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 as on 31^st March 2025 and of the profit or loss of
the company for the year ended on that date.

3. That the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting frauds and other
irregularities.

4. That the directors have prepared the annual accounts on a Going Concern Basis.

5. That the directors have laid down internal financial controls are adequate and were operating
effectively.

6. That the directors have devised proper system to ensure compliances with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

Internal Control Systems and their Adequacy

Your Company has adequate systems of internal control covering all financial and operational
activities. The internal control is designed to provide reasonable assurance with regard to maintaining
proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of
financial and operational information and proper compliance with regulations. The internal control
system of the company is monitored and evaluated by the internal auditor and the senior
management of the company. In the opinion of the Board, an internal control system adequate to the
size of the Company is in place.

Subsidiary Companies

The Company does not have any subsidiary company at present.

Auditors and Auditor’s Report

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors
on the recommendation of the Audit Committee has appointed M/s M. M. Goyal & Co., Chartered
Accountants (FRN: 007198N) as Statutory Auditor of the Company in the 25^th Annual General
Meeting (AGM) of the Company held on September 30, 2022 to hold office for a period of five years
till the conclusion of 30^th Annual General Meeting (AGM).

Notes to the accounts referred to in the auditor's report are self-explanatory and therefore do not call
for any further comments.

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of the Companies act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time,
company is not required to carry out audit of cost records.

Internal Audit:

The Board of Directors of the Company has appointed Mr. Naveen Kumar, Chartered Accountant
(Membership No. 505899) proprietor of M/s Naveen Brahmanand & Co., Chartered Accountants
(FRN: 023923N) as an Internal Auditor of the Company for the F.Y. 2024-25, who has conducted the
audit and submits their report on time to time before the Audit Committee and Board including action
taken reports on the findings and discrepancies, if any.

Board Evaluation:

During the year, Board of the Directors of the Company has made performance evaluation of the
Promoter Directors and Independent Directors of the Company. Evaluation was made on the basis of
following assessment criteria:

i) Attendance in Board meeting, active participation in the meeting and giving inputs on time in the
minutes.

ii) Stick to ethical standards and code of conduct of the Company and timely submission of disclosure
of interest.

iii) Interpersonal relationship with other directors and management.

iv) Active contribution for the benefit of the Company

v) Compliances with policies. Immediately reporting fraud, violation, statutory matters etc.

The overall performance of the Board and Committees of the Board was found satisfactory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner.
Today's business environment especially in India demands that Corporates play a pivotal role in
shouldering social responsibility. Companies Act, 2013 has introduced Corporate Social
Responsibility (CSR) provisions.

As per Section 135(1) of the Companies Act, 2013 and other applicable provision, rules and
schedules of Companies Act, 2013 as amended from time to time provides that every company
having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of
Rs. 5 Crore or more during the immediately preceding financial year shall constitute a Corporate
Social Responsibility (“CSR”) Committee.

The net profit/loss of the Company computed as per Section 198 of the Companies Act, 2013 for the
applicability of CSR, during the immediately preceding financial year i.e., F.Y. 2024-25 was below the
threshold limit which is applicable for CSR i.e., Rs. 5 crores. Hence provision of CSR as per section

135(1) of the Companies Act, 2013 and rules provided thereunder as amended from time to time is
not applicable to the company.

Company will do the CSR activities once it falls under the purview of CSR.

Although Company has continued Corporate Social Responsibility (CSR) Committee which
comprises Mr. Vinod Kumar Aggarwal, Mr. Sanjiv Kumar Agarwal and Ms. Anjana Mehra, Directors of
the Company during the financial year 2024-25

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Expenditure

Information on Conservation of energy as required to be disclosed under section 134 (3)(m) of the
Companies Act 2013, read with Rules 8 of Company (Accounts) Rules, 2014 is provided as under:

A. Conservation of Energy

During last financial year also, the Company has made continuous efforts in order to ensure
optimum utilization of fuel and electricity.

a. Energy conservation measures taken:

Your Company has been continuously making its best efforts for energy conservation like
Energy saving tubes and other ‘less electricity consuming' electronic devices are installed in
the Plant in a phased manner for this purpose. The Department wise monitoring of energy
consumption is regularly conducted in order to save power cost and for optimum utilization of
available resources.

b. The relevant data in respect of energy consumption is given below:

FORM - A

B. Technology Absorption, Research & Development

Stl Global Limited is working with best available technology in all of its production activities viz.
knitting, dyeing etc. The Company has a full time specialized and dedicated, independent Research &
Development department for its production divisions, which regularly provide suggestions for reducing
the cost of production and improving quality of products. The present technology is also being
updated from time to time as and when required and the company is also taking full advantage of

implementation of information technology through the plant-wide network for quicker decision making
and faster preventive actions.

C. Foreign Exchange Earnings and Outgo

Particulars regarding foreign exchange earnings and expenditure, if any are annexed hereto as
(Annexure - III) and forms part of this Director's Report.

Cautionary Statement

Your Company's Director's Report contains some forward-looking statements which may be identified
by use of words like expect, anticipate, believes, intends, projects, plans or other words of similar
meaning. These forward-looking statements are based on certain assumptions and expectations of
future events. The company cannot guarantee that these assumptions and expectations are accurate
or will be realized. Company assumes no responsibility to publicly amend, modify or revise any of the
forward-looking statement on the basis of any subsequent developments, information or events.

Management is also of the opinion that quarter to quarter performance comparison would not be an
ideal way of reviewing the Company's performance in view of the changing transaction dynamics
which might result into some of the key assignments getting stretched and the incidence of the
revenues may either pass over to next quarter or pushed on to a longer time scale than anticipated.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 as amended from
time to time the extract of the Annual Return in Form MGT-7 for the financial year 2024-25 will be
accessed in the due course of time on the website of the company at www.stl-global.com.

Particulars of Contracts or Arrangements with Related Parties referred to in section 188(1) of
the Companies Act, 2013.

All related party transactions that were entered and executed during the year under review were at
arms' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made
thereunder read with Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended from time to time, Company had obtained prior approval of the Audit
Committee under omnibus approval route and / or under specific agenda before entering into such
transactions.

The policy on materiality of Related Party Transactions as approved by the Board of Directors is
uploaded on the website of the Company i.e. www.stl-global.com. In compliance with Section 134(3)
of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to
in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this
report (Annexure-IV)

Corporate Governance

Your Company believes that Corporate Governance balances the interest of all stakeholders of a
company and satisfies the tests of accountability, transparency and fair play. Corporate Governance
is the combination of voluntary practices, disclosures and compliance with laws as may be applicable
to the company leading to effective control and management of a Company.

Your Company philosophy on Corporate Governance is to operate for the benefit of all its
stakeholders, including shareholders, customers, lenders, creditors, employees, government
authorities and the community and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Company's shareholders and always aims at
maximizing the shareholders' value and protecting the interest of all other stakeholders.

The report on Corporate Governance is annexed and forms part of this Directors' Report (Annexure
- V).

STL Global Limited has been complying with the requirements of Corporate Governance as stipulated
under Regulation 27 and Schedule II of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended from time to time. The copy of certificate obtained from Statutory
Auditor's of the Company dated 29.05.2025 confirming the compliance of the conditions of Corporate
Governance by the Company is also attached with this report.

Number of Board Meeting

During the financial year 2024-25, six meetings of the Board of Directors were held, the details of
which are given in the Corporate Governance report annexed herewith and forms part of this
Director's Report.

Formation of various Committees

Details regarding various committees constituted by the Board of directors are given in the Corporate
Governance Report annexed herewith and forms part of this Director's Report.

Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company and its Management has always believed in providing a safe and harassment free
workplace for every employee/individual working in the company through various interventions and
practices. The company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. Proper awareness programs, whenever
required were carried out against sexual harassment. During the financial year 2024-25 in the
Company no complaints pertaining to sexual harassment was received.

SAFETY, HEALTH AND ENVIRONMENT
SAFETY

Your Company believes that safety is an integral part in the efficient business management; hence it
has benchmarked its processes to the highest standards of safety. Adequate Controls are made at
workstation to safeguard the interest of employees. Prompt and regular efforts with respect to safety,
training and education are your company's commitment to the safety. The employees working on the
production floor are required to undergo a mandatory training in their respective department. Also,
various other efforts are being taken continuously for improving safety at the plant and these efforts
include continuous safety trainings with internal & external faculties, on-the-job training for technicians
and safety awareness among employees etc.

HEALTH

Your Company has built sufficient infrastructure in order to provide necessary medical care to the
employees working at all levels. The medical checkups are also done before recruitment of any new
person. A first-aid box is always available in all the departments and normal medical checkups are
regularly conducted. The employees are also imparted with health education from time to time. The
company is committed to safe and healthy life of its employees.

ENVIRONMENT

STL Global Limited and its management are fully committed to provide a safe and healthy working
environment inside the Company as well outside. The Company regularly complies with all rules &
regulations regarding protection of the environment of its outside surrounding area. Your Company is
also committed to prevent wasteful use of natural resources and to minimize the dangerous impacts
of any of its activities e.g. production, development, use & disposal of products and other services on
the environment. The Company always ensures that highest standards of environmental
management are being maintained. The company regularly participates in plantation activity in the
vicinity.

SHE COMMITTEE

The Company had a SHE Committee (Safety, Health & Environment Committee) that comprises of
members from the senior management, HR Department of Company. The SHE Committee is mainly
responsible for ensuring safe and healthy environment within the Company and its neighboring area,
and also for complying with all applicable regulatory requirements in this regard.

Company is also fully committed to make its contribution in the Social and Economic Development of
the community located in vicinity of its operations and to provide assistance for improving the quality
of their life and optimum utilization of resources.

Particulars of Employees

A. The information required under section 197(12) of the Companies act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

1. Ratio of the remuneration of each director to the median remuneration of the employees of
the company for the financial year ended 31st March, 2025:

*All the Non-Executive Non-Independent and Independent Directors of the Company were not paid
any remuneration and were paid only sitting fee for attending the meetings of the Board/Committee of
Directors. Therefore, the said ratio of remuneration of each director to median remuneration of the
employees of the company is not applicable.

The Median remuneration of the employees for the Financial Year ending on 31^st March, 2025 is Rs.
2.40 Lakhs per year and 20,000/- per month.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: During the
financial year 2024-25 there was increase in the remuneration of Company Secretary
and Managers of different departments upto 10% to 15%.

3. The percentage increase in the median remuneration of employees in the financial year
2023-24: There is decrease in the median remuneration of employees during the year
because number of employees increased during last year in the Company.

4. The number of permanent employees on the rolls of the Company: 283 Employees

5. Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration: During the last
financial year there was increase in the remuneration/salary of the employees and
managerial remuneration upto 10% to 15%.

6. The key parameters for any variable component of remuneration availed by the directors:
The Executive Directors have not availed any variable component of remuneration.

7. Affirmation that the remuneration is as per the remuneration policy of the company: It is
affirmed that the remuneration paid is as per the remuneration policy of the company.

B. Top Ten Employees (including Directors) information as per Rule 5(2) of Chapter XIII, the
Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in terms of
salary as on 31^st March, 2025 are given below:

C. The information required under section 197(12) of the Companies act, 2013 read with rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

None of the employee has received remuneration exceeding the limit Rs. 1.20 Crore per annum when
employed for full year and Rs. 10 lakhs per month, when employed for a part of the year, as stated in
section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time.

Other Matters

The Company has neither made any application nor any proceedings is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 as amended from time to time.

The clause (xii) of Rule 8 of sub-rule 5 of Companies (Accounts) Rules, 2014 and including
amendments made to this rule till date is not applicable on the Company.

Personnel

Your Company's Board of Directors and Management once again sincerely acknowledge the
devotion of all the employees of the company, who have contributed in the performance &
development of the company. Company treats its employee like its asset. The Company's relations
with employees are always cordial, the employees are regularly provided with internal & external
trainings and more responsibility is being entrusted to them thereby involving them in day-to-day
decision making. The true spirit of trust, commitment, dignity, transparency and opportunity to explore
& achieve their dreams gives the employees an encouragement and yearning to perform better.

Acknowledgement & Appreciation

In today's world no company can grow without the support of their employees. The company's growth
is achieved with the continuous support of all the stakeholders. Your directors once again take this
opportunity to first of all thank all the employees of the Company for their hard work, dedication, co¬
operation and support rendered towards the Company.

STL Global Limited board of directors also wants to express its gratitude towards the Company's
Bankers, Financial Institutions, Central and State Government Authorities & Officials, Customers,
Vendors, Traders, Solicitors, Advisors and to our well wishers for their support and co-operation
during the period under review. And also, to you, our dear shareholders, we are extremely grateful for
your continuous support and confidence.

For and on behalf of the Board of Directors

Sd/- Sd/-

Vinod Kumar Aggarwal Sanjiv Kumar Agarwal Date: 08-08-2025

(Chairman & Managing Director) (Whole Time Director) Place: Faridabad

(DIN:00170712) (DIN: 00227251)