To the Members of Samtel India Limited

Your Directors have pleasure in presenting the 44^th Annual Report together with the Audited Financial results for the financial year ended March 31, 2026.

Financial Results (Rs in Lakhs)

During the year, the amount of Rs. 5.90 lacs has been transferred to the reserve and surplus accounts. Dividend

Your Directors do not recommend any dividend for the financial year ended 2025-26.

During the year under review, the Company has not issued any kind of equity shares including shares with differential voting rights, Bonus, Sweat Equity or Shares under employee stock options etc. The Company does not have any scheme to fund its employees to purchase the shares of the Company. The paid up share capital of the Company as on March 31, 2025 was Rs. Rs. 708.42 Lakhs consisting of 7087943 number of equity shares of Rs. 10/- each.

As on March 31, 2026 none of the Directors of the Company except the following, held shares or convertible instruments of the Company:

During the financial year under review, the Company registered Revenue / other income of Rs. 34.76 lakhs as against Revenue / other income of Rs. 15.13 lakhs and Company ended the financial year with net profit of Rs. 5.90 lakhs as against net loss of Rs. 10.48 lakhs during the previous financial year.

The manufacturing activities of the Company was closed in 2003-04 due to technology obsolescence. Thereafter, the business of the Company of dealing with color picture tubes and man power supply also suffered setbacks in 2012-' 13. Since, then all the efforts of the Company to revive its business activities have not been successful for various factors including liquidity crunch. Your Directors are seized of the matter and the Company is making efforts to explore the possibilities of entering into development and manufacturing of electronic displays for use of Railways Industry across the Globe including Indian Railways.

The Company was pioneer in bringing the display technology into India way back in 1980 by manufacturing black & white picture tubes. Due to change in Technology from Black and white TV’s to Colour TV’s and subsequently to latest Technologies like LED or OLED the Samtel Group/ Promoters went under Financial stress and could not do any Financial infusion in Samtel India Limited.

The group companies have developed capability of developing display systems for multi usages like railways and other applications. The market and demand for electronic displays in India is quite huge. The displays currently developed and manufactured by the Group, are generally used in Defence, Railways & in other Industries. Many of these products were being imported earlier. However, most of the displays are currently being manufactured with indigenous technologies with most of the materials being sourced internally within the Country. The Government of India policies such as MAKE IN INDIA and others will further support and boost the local manufacturing, which may help the Company to grow further in future.

Considering the existing and future plans of Indian Railways, it is expected that the requirements of displays and services related thereto will grow sharply and create big opportunity .

Samtel India Limited is planning to tap the demands of Indian Railway and gradually scale up its e operations in Indian Railway display systems and other products.

There is no change in the nature of business of the Company.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the balance sheet relates and the date of this_Report.

Your Company has no subsidiary or associate company. It is also not a subsidiary of any other company. Particulars of Loans, Guarantees Or Investments

The Company neither has made any investments nor has given any loans or guarantees or provided any security during the year under review.

Particulars of Loans, Guarantees, and Investment covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are provided in Notes of the Financial Statement.

Your Company has not accepted any public deposits during the financial period under review and as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

The details forming part of the extract of the Annual Return pursuant to Section 134(3)(a) of the Companies Act, 2013 and Rules made thereof are annexed herewith in the form of MGT 9 and marked Annexure C.

The Company does not qualify for mandatory CSR activities in accordance with Section 135 of the Companies Act, 2013.

The Company has not entered into any transaction as defined u/s 188 of the Companies Act, 2013 with any Related Party during the financial year 2025-26. The Company has adequate policy and mechanism to ensure that all Related Party Transactions that will be entered into by the Company would be in compliance with the applicable provisions of the Companies Act, 2013.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Listing Obligations & Disclosure Requirements (LODR). It establishes various levels of accountability and overview within the Company, while vesting responsibility for each significant risk.

The Company has adequate internal control system commensurate with size and nature of its business. Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Alka Kaura, Director (DIN 00687365) is liable to retire by rotation at the 44^th Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

Mr. Satish Kumar Kaura has been re-appointed as Managing Director under Non-Executive Promoter Director category subject to approval of the member in their ensuring Annual General Meeting. The Board recommends the re-appointments of the Directors.

Brief resumes of Mrs. Alka Kaura and Mr. Satish Kumar Kaura have been provided as an Annexure to the Notice convening the Annual General Meeting.

Mr. Rajesh Kumar Bhalla (DIN: 07784556) and Mr. Dhruv Sethi (DIN: 08558395), are the Independent Directors of the Company

In terms of Section 203 of the Act, the following are the KMPs of the Company:

Mr. Satish K Kaura - Managing Director Ms. Divya Mittal- Company Secretary Mr. Anurag Minhas- Chief Financial Officer

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

The Equity Shares of the company were delisted vide order dated 8 ^th May 2024 issued by the BSE Limited, however, Aggrieved, the company preferred appeal before the Hon’ble Securities Appellate Tribunal. The Hon’ble Tribunal vide its Order dated April 30, 2025 has directed the Company to make good all the noncompliances to get its equity shares listed again on the Stock Exchange. The company has made all pending compliance good and paid entire dues of the stock exchange. After consideration of all compliances made good and payment of outstanding dues , BSE has vide its order / letter gave in principal approval for re-listing of equity shares of the company at stock exchange. BSE has allowed trading permission for equity shares of the company at stock exchange effective from 24.12.2025.

The Board confirms that, during the period under review, the Company was following all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and SEBI (LODR) Regulations 2015 and as per the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meet with the criteria for ‘Independent Director’ as laid down in the Act and SEBI (LODR) Regulations 2015 and as per the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The Directors expresses their satisfaction with the evaluation process.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Company has adopted the Insider Trading Policy of the Company in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed and disclosure to be made while dealing with shares of the Company, as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting and maintain highest ethical standards of dealing in Company securities.

At present the Managing Director of the Company does not draw any remuneration. None of the Directors of the Company as an austerity measure receives any sitting fee or other emoluments.

During the year under review the Directors of the Company met 4 times on 29 ^th May, 2025, 14^th August, 2025, 14^th November 2025, and 13^th February 2026.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year under review, the Audit Committee comprised of 3 (three) Members out of which 2 (two) were Independent Directors and 1 (one) was a Non-Executive Non-Independent Director. During the year, 4 Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The Nomination and Remuneration Committee met once on 29/05/2025.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026 the applicable accounting standards have been followed and that there are no material departures;

(ii) that the Company has 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;

(iii) that the Company has 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls to be followed by the Company have been put in place and that such internal financial controls are adequate and are operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws have been put in place and that such systems are adequate and operating effectively.

As per the information available with the Company, your Directors state that during the year under review, there were no applications or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. Further, there has been no change in the nature of business of the Company.

The Company has adopted zero tolerance for sexual harassment at workplace and has adequate mechanism to address and act upon complaints, if any. It has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder for prevention and redressal of complaints of sexual harassment at work place.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are provided for the financial year 2025-26:

a) Number of complaints of sexual harassment received during the year: Nil

b) Number of complaints disposed of during the year: Nil

c) Number of complaints pending for more than ninety days: Nil

Your company is in compliance of he provisions of Maternity Benefits Act, 1961.

During the year under review no significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for all concerned including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 179(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The current Statutory Auditors of the Company are M/s. R. Sharma & Associates, Chartered Accountants (Regd. No. 003683), who have been appointed at the 40^th Annual General Meeting to hold office for a term of 5 years i.e. till conclusion of 45^th Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the financial statements for the financial year ended March 31, 2026. The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officers or employees.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year 2025-26 was carried out by Mr. Vinod Goyal of M/s V Goyal & Associates, New Delhi, a Company Secretaries in Practice. The Secretarial Audit Report is annexed as Annexure B.

During the year under review, the Secretarial Auditors have not reported any qualifications in the report issued for the FY 2025-26 by them..

All Directors of the Company have affirmed compliance with the Code of Conduct for Board Members and Senior Management executives for the period April 1, 2025 to March 31, 2026.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (LODR) Regulations 2015 & the Listing Agreement with the Stock Exchange.

A separate Report on Corporate Governance alongwith necessary Certificates and Report on Management Discussion & Analysis are enclosed as part of this Annual Report.

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under & SEBI (LODR) Regulations 2015 & the Listing Agreement, forms part of the Annual Report.

None of the Directors of your Company is disqualified as per the provisions of Section 164 of the Companies Act, 2013. All the Directors have made necessary disclosures as required under various provisions of the Companies Act and SEBI (LODR) Regulations 2015 & the Listing Agreement.

As there were no manufacturing activities in the Company, no steps were taken for the conservation of energy. Further, there was no technology absorption, foreign exchange earnings and outgo pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. Hence the Directors have nothing to report on the conservation of energy, technology absorption foreign exchange earnings and outgo.

None of the employees of the Company is in receipt of remuneration equal to or in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return for the financial year ended March 31, 2025 in MGT -9 is attached as “Annexure -“ to this Report.

Y our Directors wish to thank all the stake holders of the Company for their continued support and co-operation.