The Board of Directors (the "Board") hereby presents the Thirty-Sixth Annual Report of the
Company, together with the Audited Financial Statements (both standalone and consolidated)
for the financial year ended March 31, 2026.

1. Financial Highlights

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), as amended, the Company has prepared its standalone and consolidated
financial statements for the financial year ended March 31, 2026. The key financial
results of the Company for the period under review are presented below:

2. Operations of the Company

The Company is a Core Investment Company whose standalone operating income is
derived predominantly from dividend and interest streams. Characterized by strategic
investments in group entities, the Company's primary source of revenue consists of
dividends received from these investee companies.

On a standalone basis, the Company demonstrated robust financial performance during
the financial year, with total income rising to ' 2,743.21 lakhs from '2,190.74 lakhs in
the preceding year. Reflecting this positive momentum, standalone Net Profit after Tax
(PAT) expanded to '1,986.44 lakhs, up from ' 1,587.77 lakhs in the previous year.

On a consolidated basis, the Company achieved a total revenue of ' 2,743.21 lakhs for
FY 2025-26, compared to '2,190.73 lakhs in the previous year. Reflecting this upward
trajectory, consolidated Net Profit grew to '1,985.41 lakhs, up from '1,586.83 lakhs in
the preceding financial year.

3. Change in the Nature of Business

During the period under review, there has been no change in the nature of the business
of the Company. The Company continues to operate as a Core Investment Company
(CIC), primarily investing in the securities of its group companies.

4. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position
of the Company that have occurred between the end of the financial year (March 31,
2026) and the date of this Board's Report.

5. Share Capital

The paid-up equity share capital of the Company as on March 31, 2026, stood at
' 1,845.54 lakhs divided into 1,84,55,405 equity shares of ' 10/- each. There was no
change in the Company's capital structure during the period under review.

6. Subsidiary and Associate Companies

Doon Dooars Plantations Limited ("DDPL"): DDPL, a wholly-owned subsidiary of
the Company engaged in tea plantation-related activities, remained inactive during
FY 2025-26 and had no material impact on the consolidated financial performance of
the Company. There was no change in the Company's subsidiaries, joint ventures or
associates during the year.

CFL Capital Financial Services Limited ("CFL CFSL"): The Company holds an
investment in CFL CFSL, which is under liquidation pursuant to an order of the Hon'ble
High Court of Calcutta. As the Company has no board representation, significant influence
or material transactions with CFL CfSl, it does not qualify as an Associate under the
Companies Act, 2013 and, accordingly, has not been considered for consolidation.

In accordance with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the
performance and financial position of the subsidiary and associate companies (Form
AOC-1) is included as Annexure-1 to this Report.

Pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has
established a Policy for Determining Material Subsidiaries, which is available at https://
stelholdings.com/code-policies/.

7. Dividend, Investor Education and Protection Fund (IEPF) and Transfer to
Reserves

With a view to conserving financial resources for future growth and business operations,
the Board of Directors has not recommended any dividend on the equity shares of the
Company for the financial year ended March 31, 2026.

As there was no unpaid or unclaimed dividend during the preceding seven years, no
amount was required to be transferred to the Investor Education and Protection Fund
(IEPF) during the year.

In accordance with the provisions of the Companies Act, 2013, the Board has not
proposed any transfer to the General Reserve. The retained earnings of the Company
stood at '12,518 lakhs as at March 31, 2026, as against '10,532 lakhs as at March 31,
2025.

8. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and
the SEBI Listing Regulations, the Consolidated Financial Statements of the Company,
prepared in accordance with the provisions of the Companies Act, 2013 and the
applicable Accounting Standards, form part of this Annual Report. The audited financial
statements, including the Consolidated Financial Statements, are available on the
Company's website at https://stelholdings.com/quarterly-financial-results/.

9. Annual Return

In accordance with the provisions of Section 92(3), 134(3)(a) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company for the financial year ended
March 31, 2026 is available on the Company's website and may be accessed at:
https://stelholdings.com/annual-returns/.

10. Listing

The equity shares of the Company remained listed on BSE Limited and the National
Stock Exchange of India Limited during the period under review.

11. Internal Financial Controls and its Adequacy

The Company has in place adequate internal financial controls commensurate with the
nature and size of its operations. These controls are designed to ensure orderly and
efficient conduct of business, safeguarding of assets, accuracy of financial records,
compliance with applicable laws and timely preparation of reliable financial information.
The Report of the Statutory Auditors pursuant to Section 143(3)(i) of the Companies
Act, 2013, certifying the adequacy of the Internal Financial Controls is annexed with
the Independent Auditor's Report and forms part of the Annual Report as an Annexure
thereto. The effectiveness of the internal financial controls is reviewed periodically, and
no material weakness was observed during the year under review.

12. Deposits

The Company did not accept any deposits from the public during the period under
review within the meaning of Section 73 of the Companies Act, 2013. Accordingly, as
on March 31, 2026, there were no outstanding, unpaid, or unclaimed deposits, nor was
any amount of principal or interest outstanding.

13. Particulars of Loans, Guarantees or Investments

As the Company is registered as an Investment Company, it is exempt from the
investment-related provisions of Section 186 of the Companies Act, 2013. Additionally,
the Company did not grant any loans or provide any guarantees that fall under the
purview of Section 186 during the period under review.

14. Conservation of Energy, Technology Absorption and Foreign Exchange earnings
and Outgo

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013,
read alongside the Companies (Accounts) Rules, 2014, the requisite particulars are set
out below:

14.1 Conservation of Energy and Technology Absorption

Given that the Company's operations are confined to holding investments, there
are no activities related to energy conservation or technology absorption to report.
Consequently, the specific disclosures mandated by the Act and its associated rules are
not applicable.

14.2 Foreign Exchange earnings and outgo:

The Company recorded no foreign exchange earnings or expenditure during the period
under review.

Total foreign exchange inflow : Nil

Total foreign exchange outflow : Nil

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations,
the Board carried out an annual performance evaluation of its own functioning, that
of its Committees and individual Directors. The evaluation was conducted through a
structured mechanism approved by the Nomination and Remuneration Committee.
Based on the evaluation, the Board noted that its composition and functioning remained
effective.

16. Declaration by Independent Directors and Statement regarding the opinion
of the Board concerning the integrity, expertise, experience (including
proficiency) of the Independent Directors

The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence prescribed under the Companies Act, 2013
and the SEBI Listing Regulations. The Board is of the opinion that all the Independent
Directors possess the requisite integrity, expertise, experience and proficiency and
continue to fulfil the conditions of independence.

17. Independent Directors' Meeting

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI
Listing Regulations, a separate meeting of the Independent Directors was held during
the year on March 25, 2026 without the presence of Non-Independent Directors and
members of the management. The Independent Directors, inter alia, reviewed the
performance of the Board, its Committees and Non-Independent Directors, and assessed
the quality, quantity and timeliness of the information flow between the management
and the Board.

18. Management Discussion and Analysis

In accordance with the requirements of the SEBI Listing Regulations, the Management
Discussion and Analysis Report (Annexure-C) has been prepared and is presented as
an integral part of this Annual Report. This report provides a comprehensive review of
the Company's business environment, performance, and outlook.

19. Corporate Governance

The Company is fully compliant with all applicable corporate governance requirements
stipulated under the SEBI Listing Regulations. A detailed report on Corporate Governance
(Annexure-D) and the Certificate from the Practicing Company Secretary, which
confirms the Company's adherence to these governance standards, are included as
integral parts of this Annual Report.

20. Directors and Key Managerial Personnel

The Board of your Company consists of the following Eight Directors as on March
31,2026:

The composition of the Board is in compliance with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations. The Board comprises Directors with diverse skills
and experience, and details of their core competencies are provided in the Corporate

Governance Report forming part of this Annual Report. There are no inter-se relationships
among the Directors. The Non-Executive Directors had no pecuniary relationship with
the Company, other than the payment of sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board/ Committee of the
company. In accordance with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17(1)(a) of the SEBI Listing Regulations. Mrs. Iram Hassan continued
as the Woman Director on the Board during the year.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Mahesh Narayanaswamy (DIN: 01449684)
retires by rotation at the ensuing Annual General Meeting and, being eligible, offers
himself for re-appointment.

The Key Managerial Personnel of the Company are Mr. Abraham Ittyipe, Whole-time
Director, Mr. Sivaram Neelakantan Krishnan, Chief Financial Officer, and Ms. Sruthi
Sindhu, Company Secretary.

During the year, Ms. Lakshmi P.S. resigned as the Company Secretary and Compliance
Officer with effect from February 28, 2026, and Ms. Sruthi Sindhu was appointed as the
Company Secretary and Compliance Officer with effect from March 01, 2026.

Apart from the above there were no changes in the Directors and Key Managerial
Personnel (KMP) of the Company during the year under review.

The policy on Directors' appointment and remuneration, including the criteria for
qualifications, positive attributes and independence of Directors forms a part of the
Corporate Governance Section of the Annual Report.

Meetings of the Board of Directors

During the financial year, the Board of Directors met four (4) times to consider and
approve matters relating to the Company's operations, strategy, governance and
statutory compliances. The details of the meetings of the Board of Directors, including
the attendance of the Directors, are set out in the Corporate Governance Report forming
Annexure- D to this Report.

21. Board Committees

The Board has constituted the following mandatory committees in accordance with the
provisions of the Companies Act, 2013 and the SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

Details of the composition of these Committees, the number of meetings held during
the period under review and the attendance of members thereat are provided in the
Corporate Governance Report forming Annexure - D to this Report. During the year
under review, all recommendations made by the Audit Committee were accepted by the
Board.

22. Significant and Material Orders Passed by the Regulatory Authorities / Courts/
Tribunals

During the period under review, no significant or material orders were passed by any
Regulatory Authority, Court, or Tribunal that could have an impact on the Company's
going concern status or its future operations.

23. Insider Trading Compliance

The Company adheres strictly to the SEBI (Prohibition of Insider Trading) Regulations,
2015. We have implemented comprehensive internal controls to manage Unpublished
Price Sensitive Information (UPSI), oversee securities trading, and ensure timely
disclosures by designated persons.

Furthermore, as required by law, the Company maintains a Structured Digital Database.
This database logs all sharing of UPSI on a need-to-know basis, protected by rigorous
time-stamping and audit trail protocols to ensure complete transparency and data
security.

24. Particulars of Employees

During the year under review, no employee of the Company was in receipt of remuneration
in excess of the limits prescribed under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, read with Section 197 of the
Companies Act, 2013.

The disclosures required pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure - F to this
Report.

25. Prevention of Sexual Harassment at Workplace

The Company maintains a strict zero-tolerance approach toward sexual harassment
at the workplace. In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed
thereunder, the Company has adopted a comprehensive policy and constituted an
Internal Complaints Committee (ICC) to effectively redress and resolve any grievances.
Detailed information regarding the complaints received and disposed of during the
Financial Year 2025-26 is provided herewith:

26. Related Party Transactions

The Company has in place a Policy on Related Party Transactions, which is available on
its website at https://stelholdings.com/code-policies/. All Related Party Transactions
entered into during the year were in the ordinary course of business and on an arm's
length basis and were approved by the Audit Committee and other authorities, wherever
required, in accordance with the Companies Act, 2013 and the SEBI Listing Regulations.
The particulars of contracts or arrangements with related parties are provided in Form
AOC-2 annexed to this Report as Annexure-2, and the disclosures under Ind AS 24
are given in Note 26 to the Standalone Financial Statements.

27. Insolvency and Bankruptcy Code, 2016

During the period under review, no application was made, nor were any proceedings
pending against the Company under the provisions of the Insolvency and Bankruptcy
Code, 2016.

28. Policy on Appointment and Remuneration of Directors, KMP, Senior Management
Personnel and Other employees

Pursuant to Section 178(3) of the Act and SEBI Listing Regulations, the Board has
adopted a policy for the appointment and remuneration of Directors, Key Managerial
Personnel (KMP), and Senior Management. Formulated upon the recommendation
of the Nomination and Remuneration Committee, this policy details the criteria for
qualifications, positive attributes, independence, and compensation for all executives
and employees.

The complete Nomination and Remuneration Policy is attached as Annexure - A and
is available on the Company's website at https://stelholdings.com/code-policies/.

29. Policy on Board Diversity

The Company has adopted a Board Diversity Policy in compliance with the SEBI Listing
Regulations to promote an appropriate mix of skills, experience, expertise and diversity
on the Board. The Nomination and Remuneration Committee considers diversity while
recommending appointments to the Board. The Policy is available on the Company's
website at https://stelholdings.com/code-policies/.

30. Directors' Responsibility Statement as required under Section 134 of the
Companies Act, 2013.

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, the Board of Directors confirms that:

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

(b) appropriate accounting policies have been selected and applied consistently, and
reasonable and prudent judgments and estimates have been made to present a
true and fair view of the state of affairs of the Company as on March 31, 2026, and
of its profit for the year ended on that date;

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

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

(e) adequate internal financial controls have been laid down and are operating
effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws, and such systems are adequate and operating effectively.

31. Statutory Auditor and Auditors' Report

M/s G. Joseph & Associates, Chartered Accountants (Firm Registration No. 006310S),
continue as the Statutory Auditors of the Company and hold office till the conclusion
of the 37th Annual General Meeting. The Independent Auditors' Report on the
financial statements for the financial year ended March 31, 2026 does not contain
any qualification, reservation, adverse remark or disclaimer. During the period under
review, the Statutory Auditors did not report any fraud under Section 143(12) of the
Companies Act, 2013. Accordingly, no details are required to be disclosed under Section
134(3)(ca) of the Companies Act, 2013.

32. Secretarial Auditor and Secretarial Audit Report

M/s. SEP & Associates, Practicing Company Secretaries, Kochi, were appointed as the
Secretarial Auditors of the Company for the financial year 2025-26. The Members have
also approved their appointment for a term of five consecutive financial years from
FY 2025-26 to FY 2029-30, in compliance with Regulation 24A of the SEBI Listing
Regulations. The Secretarial Audit Report prepared in accordance with Section 204(1)
of the Companies Act, 2013 in the prescribed Form MR-3, annexed to this Annual Report
as Annexure-B, does not contain any qualification, reservation, adverse remark or
disclaimer.

During the year under review, the Secretarial Auditors did not report any fraud under
Section 143(12) of the Companies Act, 2013. Accordingly, no details are required to be
disclosed under Section 134(3)(ca) of the Companies Act, 2013.

33. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors appointed M/s. Caesar Pinto John & Associates LLP as the Internal Auditors
of the Company for the financial year 2025-26. The Internal Auditors conducted the
internal audit during the year in accordance with the scope approved by the Audit
Committee.

34. Cost Audit

The Company is not required to maintain cost records under Section 148(1) of the
Companies Act, 2013. Accordingly, the provisions relating to the appointment of a Cost
Auditor and the conduct of a Cost Audit are not applicable to the Company.

35. Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility ("CSR") under Section 135
of the Companies Act, 2013 were not applicable to the Company during the financial
year under review, as its primary income comprises dividend received from investee
companies, which is excluded from the computation of net profit for CSR purposes
under the applicable Rules. Accordingly, no cSr activities were undertaken during the
year.

36. Whistle Blower Policy & Vigil Mechanism

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 and as per the
Regulation 4(2)(d)(iv) and 34(3) read with Para 10 of Part C of Schedule V of the SEBI
Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower
Policy providing a mechanism for directors and employees to report genuine concerns.
The Policy includes adequate safeguards against victimisation and provides for direct
access to the Chairman of the Audit Committee in appropriate cases. During the year,
no person was denied access to the Chairman of the Audit Committee. The Policy is
available on the Company's website at https://stelholdings.com/code-policies/.

37. Risk Management

The Company has in place a risk management framework for the identification,
assessment, monitoring and mitigation of key business risks. Details of the Company's
risk management framework and key risks are provided in the Management Discussion
and Analysis Report, which forms part of this Annual Report.

38. Compliance of Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate
Affairs, including Secretarial Standard on Meetings of the Board of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2).

39. Maternity Benefit

The Company is in compliance with the applicable provisions relating to maternity
benefits as prescribed under the Maternity Benefit Act, 1961 to the extent applicable.

40. Other Disclosures

The Directors confirm that during the financial year under review, the Company did not
issue shares with differential rights or sweat equity shares, there was no revision of
the financial statements or the Board's Report, no one-time settlement with any bank
or financial institution, and no corporate actions such as buy-back, merger, demerger
or delisting. The Company also did not have any agreement requiring disclosure under
Clause 5A of Paragraph A of Part A of Schedule III to the SEBI Listing Regulations.

41. Acknowledgements

The Board of Directors wishes to place on record its sincere appreciation for the dedication
and hard work of every employee. Their unwavering commitment and whole-hearted
efforts have been vital to achieving our commendable performance. The Directors also
extend their gratitude to our shareholders, government authorities, banking partners,
and all stakeholders for their continued support and cooperation. Looking ahead, the
Board remains highly confident in the Company's long-term future.

For and on behalf of the Board of Directors

Abraham Ittyipe Mahesh Narayanaswamy

(DIN: 02717344) (DIN: 01449684)

Whole time Director Director

Place : Kochi

Date : August 07, 2026