Share Wealth

Year End :2024-03

The Directors have the pleasure of presenting you with the 32nd Annual Report along with the Audited Financial Statements and Report of the Auditors for the financial year ended 31st March 2024.

1. FINANCIAL SUMMARY

(Amount in Rs. ’00,000)
PARTICULARS	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Total Revenue	3385.05	2918.44
Total Expenditure	2927.76	2510.80
Profit / (Loss) before Tax and Extra-ordinary Items	457.29	407.65
Extra-Ordinary Items	-	73.84
Tax Expense
Current Tax	124.81	107.32
Deferred Tax	(10.79)	18.03
Profit / (Loss) after Tax	343.28	356.14
Earnings per share (Basic)	3.94	4.95
Earnings per share (Diluted)	3.94	4.95

2. STATE OF COMPANY'S AFFAIRS

i. Financial Highlights

Revenue from Operations of the Company for the financial year ended 31st March 2024 was at 3346.12 lakhs with an increase of Rs.442.45 Lakhs compared to previous year ie., growth was 15.24%. Profit before Tax stood at Rs.457.29 Lakhs as against 407.65 lakhs of previous year with an increase of 12.18%.

As for IPO funds utilisation, capital equipment purchases as envisaged in the IPO have almost been completed. Working capital infusion will be completed by March 31, 2025.

ii. Change in status of the Company

During the year under report, the Company had made an Initial Public Offer of28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) and got listed on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE on 25th September 2023.

iii. Overview of the industry and important changes in the industry during the last year;

Analytical and Scientific Instrumentation refers to a broad range of instruments, devices and equipment used in research, analysis and testing across various industries and education. These instruments are designed to measure, analyze, and characterize various properties, substances, or materials with high accuracy and precision. Some of the key areas that are potential to the scope of analytical and Scientific Instrumentation are- Integration of artificial Intelligence and Machine learning, Multimodal and Multi-parameter Analysis, nanotechnology and Single-Molecular analysis, Miniaturization and Portability. Analytical and scientific instrumentation encompasses a wide range of techniques and technologies, including spectroscopy, chromatography, microscopy, molecular analysis, particle size analysis, thermal analysis, and more. The global scientific instruments market is driven by the rising research activities in the pharmaceutical industry. North America is the leading regional market for scientific instruments as it accounts for the largest market share. The

industry is fueled by the growing collaborations and partnerships among manufacturers and education and research institutes.

India is in the 3rd place for technological investment in the world. Government of India has given more emphasis on Science and technology as it is very important for economic prosperity. India’s engineering R&D and product development market is expected to grow by 2025. Union Government has allotted Rs. 16,361/- crore to the Department of Science & Technology in the last budget. Our market’s outlook is positive. The expansion of R&D activities in sectors such as Pharmaceuticals, Biotechnology, Healthcare and academia drives the demand for scientific instruments. There is growth in the market because of technological advancements and need for accurate and efficient measurement and analysis instruments. With the advancement of Nano-particles the demand for Nano-particle instruments has increased- Microscopy, PCR, Spectroscopy, Chromatography, etc.

iv. External environment and economic outlook

The Indian Economy has made strong growth in the past few years and it has overtaken UK to become the world’s fifth largest economy. Our economy displayed remarkable strength despite tighter monetary policy and global headwinds. The economy has emerged as the fastest growing large economy witnessing a growth of 7.8% in 2024. There is strong domestic demand .The capital spending by the central and state governments are increasing.

A review report released by the Ministry of Finance takes stock of the Indian Economy and a variety of sectors including Agriculture, Trade, Digital Public Infrastructure and Climate. Indian economy is projected to grow over 7% in the coming years and become the third largest economy just in three years. Indian Exports are in a strong upswing with its merchandise export reaching the highest ever at over USD 450 billion in 2023.

According to the international monetary fund growth rate in the Indian economy is expected to normalise at 6.8% in the financial year 2025 on the back of expectations of a normal monsoon and sustained momentum in manufacturing and service sector. Moderate inflation may result in interest rate cut which will result in further growth. India is negotiating with UK, European Union and Gulf Council for free trade agreements - another boom to the Economy.

The IMF’s Chief Economist said that India is getting benefit from the tariff and other action taken by countries against the China. It is also informed that large FDI inflow is there to India since 2020. If the higher tariffs are extended by countries which do lot of trade with China, the countries those are not connected with China will get more benefit. The US and Europe recently announced higher import duties on certain Chinese products.

The Governments emphasis on building infrastructure will have a multiplayer effect on the economy, strengthening of deep-tech technologies will help in promoting investments. The production linked incentive (PLI) schemes aim to make Indian manufactures competitive.

3. FUTURE OUTLOOK

We completed the first phase of capacity expansion by March 31, 2024 whereby we increased our production capacity to 3 crores per month in rupee terms. The Second phase of expansion is expected to be completed by September 30, 2024 whereby our production capacity will be 4 crores per month in rupee terms. We look forward to fully utilise our production capacity in this financial year. Third phase of expansion is also under way and our facility should be able to produce 5 crores worth of goods per month from April 1, 2025 with an in factory value addition more than 60%.

As we expand our production capacity, we may need more manufacturing space. We will be meeting this requirement, for the time being, by leasing in suitable premises. Since January 2024, we have added 12000 sq. ft rented space. We will continue to rent in more spaces as and when required.

Make in India campaign is helping us very much for expanding our market share in India. In addition to our ongoing marketing activities, we are planning to establish regional offices in USA and European Union in the near future.

4. CHANGE IN NATURE OF BUSINESS

During the year under report, there was no change in the nature of business of the Company.

5. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

No material changes and commitments that affect the financial position of the company have occurred between the end of the financial year of the company to which the report relates and the date of the report other than those mentioned in their report.

6. TRANSFER TO RESERVES:

The Company did not propose to transfer any amount to its reserves during the year under report.

7. DIVIDEND:

i. The Board considering the performance of the company during the Financial Year 2022-2023, declared an interim dividend of 3% of the face value of the shares out of the profits of the company amounting to Rs. 21,60,000/- exclusive of Dividend Distribution Tax, on 29/04/2023.

ii. Further, your directors recommend a final dividend of 4% of the face value of the shares for the financial year 2023-24 in the ensuing Annual General Meeting to be held on 21/08/2024.

iii. There was no unpaid or unclaimed dividend during the period under review.

iv. During the year under report, the Company was not required to transfer any amount/shares to the Investor Education and Protection Fund (IEPF).

8. SHARE CAPITAL

i. Authorised Share Capital

The Authorised Share Capital of the Company as on 31st March 2024 is Rs. 12,00,00,000/- (Rupees Twelve Crores only) consisting of 1,20,00,000 equity shares of Rs. 10/- each and there has been no change in the same during the year under report.

ii. Paid-up share Capital

The issued, subscribed and paid-up capital of the company as on 31st March 2024 is Rs. 10,05,00,000/- (Rupees Ten Crore and Five Lakhs only) consisting of 1,00,50,000 equity shares of Rs. 10/- each. The Company has made an Initial Public Offer of 28,50,000/- Equity Shares of Rs. 10/- each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited during the period under report. The shares were allotted to the shareholders on the 22nd of September 2023 and no shares were allotted to the Promoters of the Company.

9. DETAILS OF INITIAL PUBLIC OFFER AND LISTING

We are pleased to inform you that the Company has made an Initial Public Offer of 28,50,000/- Equity Shares of Rs. 10/-each at an issue price of Rs. 40/- each (including the share premium of Rs. 30/- per Equity Share) on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE. The IPO had received an exceptional response from the public. The issue was over-subscribed 84.52 times on overall basis.

The equity shares pursuant to Initial Public Offer were allotted on 22nd September, 2023.

The Equity Shares of the Company were listed on the NSE Emerge platform with effect from 25th September, 2023.

10. REGISTRAR AND TRANSFER AGENTS

During the year under report, the Company has appointed Cameo Corporate Services Limited, 'Subramanian Building’, No.1, Club House Road, Chennai - 600 002, Tamil Nadu, as Registrar and Transfer Agents. The ISIN of the Company is INE0LXA01019 and all the shares of the Company are held in dematerialized form.

11. ALTERATION OF ARTICLES OF ASSOCIATION

During the year under report, a new set of Articles of Association which is in line with the “Table F” of Schedule I of the Companies Act, 2013 was adopted by the shareholders in the Annual General Meeting of the Company held on 30th May 2023

12. UTILIZATION OF IPO PROCEEDS.

The statement of utilization of IPO proceeds as on 31st March 2024 is as follows:

In Rs.
Sl.No	Particulars	Estimated Amount (in Lakhs)	Amount Utilized (in Lakhs)
01	Funding Capital Expenditure towards Purchase of Additional Plant & Machinery	354.36	249.6
02	Working Capital Requirements	481.64	225
03	Issue Related Expenses	154	138.35
04	General Corporate Expenses	150	99.8
	Total	1140	712.75

During the year under Report there were no deviations or variation in respect of utilization of IPO proceeds from the objects proposed in the prospectus. Any surplus amount in the head ‘Issue related expenses’ shall be allocated and utilized for other objects.

13. DETAILS OF LOCK-IN OF SHARES

In line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, below are the details of the lock-in Shares of the Company held by Promoters, Promoter group and Public Shareholders:

Name of the shareholder	Category	No.of Equity Shares locked-in	Amount per share (in Rs.)	Lock -in-date
Jolly Cyriac	Promoter	11,83,436 25,17,364	10	25.09.2026 25.09.2024
Ishach Sainuddin	Promoter	8,26,564 17,58,236	10	25.09.2026 25.09.2024
Jaya Jolly	Promoter Group	3,600	10	25.09.2024
Vineeth Jolly	Promoter Group	1,800	10	25.09.2024
Vijay Jolly	Promoter Group	1,800	10	25.09.2024
Fabi MM	Promoter Group	3,600	10	25.09.2024

Serena Ishach	Promoter Group	1,800	10	25.09.2024
Saniya Ishach	Promoter Group	1,800	10	25.09.2024
Sajan P John	Public	1,44,000	10	25.09.2024
Roby Thomas	Public	1,44,000	10	25.09.2024
Sunil P	Public	1,44,000	10	25.09.2024
Chandrasekhar V	Public	72,000	10	25.09.2024
Satheesh Kumar KP	Public	1,80,000	10	25.09.2024
Kattakath Basheer Mohamed Nizar	Public	1,44,000	10	25.09.2024
Santhosh Nalluveettil Joseph	Public	72,000	10	25.09.2024
72,00,000

14. CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2024 as the Company does not have any subsidiary or associate or joint venture companies.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under report, none of the companies have become or ceased to be an associate/ subsidiary/ joint venture/ holding company.

MANAGEMENT

16. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 (“the Act”) as recommended by the Nomination and Remuneration committee and approved by the Board of Directors.

Our Company has placed the policy on the Company website and the weblink is https://www.holmarc.com/pdf/ Nomination_and_Remuneration_Policy.pdf.

17. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company is duly constituted as follows:

Sl. No.	DIN	Directors Name	Date of Original Appointment	Designation	Date of Appointment to the Current Designation
1	00409364	Jolly Cyriac	11/02/1993	Managing Director	01/02/2022
2	00409402	Ishach Sainuddin	11/02/1993	Whole-Time Director and CFO	Whole-time Director-01/02/2022 CFO- 28/05/2024

3	09723618	Jaya Jolly	26/09/2022	Whole-Time Director	26/09/2022
4	07622598	Gopala Kurup Unnikrishna Kurup	17/08/2021	Whole-Time Director	17/08/2021
5	09257206	Jayagosh Unni Srambikkal	17/08/2021	Whole-Time Director	17/08/2021
6	09257141	Vellachalil Ramakrishnan Sanjaykumar	02/12/2021	Whole-Time Director	01/02/2022
7	09257188	Abdul Rasheed Aledath Kochunni	02/12/2021	Whole-Time Director	01/02/2022
8	09257264	Jim Jose Punnackal Josey	02/12/2021	Whole-Time Director	01/02/2022
9	09257355	Lijo George	02/12/2021	Whole-Time Director	01/02/2022
10	09257403	Pottekkattu Muhammed Muhammed Shafi	02/12/2021	Whole-Time Director	01/02/2022
11	02602190	Sajeev Plavita Gopinathan Nair	30/05/2023	Independent Director	30/05/2023
12	07402596	Reji Zachariah	30/05/2023	Independent Director	30/05/2023
13	09751547	Ananthavally Raghavan Satheesh	30/05/2023	Independent Director	30/05/2023
15	07459768	Tracy Tulassne Caesar	30/05/2023	Independent Director	30/05/2023
15	10132996	Anju Poulose	30/05/2023	Independent Director	30/05/2023

The Board is of the opinion that during the year all Directors including the Independent Directors of the Company

possess requisite qualifications, integrity, expertise and experience (including proficiency) in their respective fields.

Changes during the year

The following changes in the constitution of Board of Directors during the year under report were in compliance with

the provisions of the Act:

i. The Independent Directors, Mr. Sajeev Plavita Gopinathan Nair, Mr. Ananthavally Raghavan Satheesh, Mr. Reji Zachariah, Ms. Tracy Tulassne Caesar and Ms. Anju Poulose Maliyakkal were appointed during the period under review on 30th May, 2023, by the shareholders in the Annual General Meeting held on the date.

ii. Mr. Ishach Sainuddin was re-appointed as the Chief Financial Officer on 28th May 2024 as his tenure expired on 31st January 2024. He was re-appointed by the Board of Directors upon recommendation of Nomination and Remuneration committee and approval of audit committee.

iii. During the year under report, Mr. Jim Jose Punnackal Josey (DIN: 09257264) and Mr. Lijo George (DIN: 09257355), who retired at the Annual General Meeting held on 30th May, 2023 were re-appointed by the shareholders.

To be proposed in the Ensuing AGM

i. Mr. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403) and Mr. Vellachalil Ramakrishnan Sanjaykumar (DIN:09257141) are liable to retire by rotation at the ensuing Annual General Meeting and has offered themselves

for re-appointment.

ii. The tenure of appointment of the following Directors shall expire on 31st January 2025 and therefore, the Board recommends their re-appointment as per the terms and conditions as detailed in the Notice of Annual General Meeting and the Explanatory statement annexed thereto:

1. Jolly Cyriac (DIN: 00409364)

2. Ishach Sainuddin (DIN: 00409402)

3. Vellachalil Ramakrishnan Sanjaykumar (DIN: 09257141)

4. Abdul Rasheed Aledath Kochunni (DIN: 09257188)

5. Jim Jose Punnackal Josey (DIN: 09257264)

6. Lijo George (DIN: 09257355)

7. Pottekkattu Muhammed Muhammed Shafi (DIN: 09257403)

iii. It is proposed to revise the remuneration and perquisites payable to all the Executive Directors and to include in the terms of payment of remuneration, an Annual Increment which will be effective from 1st April of each year upto a limit specified as set out in the resolutions proposed in the AGM Notice. Upon approval of the shareholders, the said revision may take effect from 01st September 2024

18. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES:

The disclosure with reference to the particulars of the ratio of remuneration of each director to the median employee’s remuneration in accordance with Section 197 (12) of the Act and other particulars as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure 1.

19. INDEPENDENT DIRECTORS:

During the reporting period, our Company was required to appoint Independent Directors under Section 149 (4) of Companies Act, 2013 and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Company appointed following 5 (five) Independent Directors in the Annual General Meeting held on 30th May, 2023:

Sl.No Name of the Director and DIN	Justification for appointment
1 Ananthavally Raghavan	He holds Degree of Bachelor of Science from University of Kerala, Bachelor of
Satheesh	Technology (Electrical) from University of Kerala and Diploma as Member from
(DIN:09751547)	The Institution of Engineers (India). He is the President of Kerala High Tension and Extra High Tension Industrial Electricity Consumers’ Association (Kerala HT&EHT Association) which is the representative body of all EHT Industries and Major HT Industries in Kerala. He is also a member of Kerala State Advisory Committee of KSERC for the last 7 years. He is also a member of Kerala State Electricity Supply Code Review Panel, Kerala State Technical Committee for the Reforms in Technical Standards in Power Sector, Kerala State Productivity Council Governing Body and Board of Studies Member in MBA Energy Management at Kerala University of Fisheries and Ocean Studies (KUFOS). He was also the Sr. Associate Vice President of Carborundum Universal Limited, Group Company in Murugappa Group with a total experience of 33 years

2	Reji Zachariah (DIN:07402596)	He holds Degree of Bachelor Technology (Civil) from Mahatma Gandhi University and Master of Science by Research from Indian Institute of Technology, Madras. He is a Civil Engineer. He is the Chief Executive Officer of Xbuild Software, Kochi and S&R consultants, Kochi. He has completed more than 1500 projects in the field of Structural & Geotechncial designing, detailing of Industrial, Commercial and residential buildings in the last 30 years and has been managing more than 100 ongoing projects presently. He has provided Geotechnical consulting for about 60 projects per month for the last 15 years. His area of experience includes Structural designing and detailing, Construction Management, Geotechnical consultancy, Engineering software development etc. He is the President of Structural and Geotechnical consultants, Kerala. He is also an Executive Member of Indian Geotechnical Society and Executive member of GRACE.
3	Sajeev Plavita Gopinathan Nair (DIN:02602190)	He holds Degree of Bachelor of Science from Mahatma Gandhi University and Certificate of Membership and Certificate of Practice from The Institute of Chartered Accountants of India. He is a Practising Chartered Accountant having more than 20 years of experience in Audit, Consultancy and Taxation. He was the co-opted member of the Committee for Capacity Building of CA Firms and Small & Medium Practitioners (CCBCAF & SMP) of the Institute of Chartered Accountants of India for the year 2010-11. He was the Chairman of The Ernakulam Branch of the SIRC of The Institute of Chartered Accountants of India (ICAI) during 2008-09.
4	Tracy Tulassne Caesar (DIN:07459768)	She is the Associate Member of The Institute of Company Secretaries of India and having more than 14 years of industrial experience in handling secretarial and legal compliance. Her experience spreads across procedural and advisory services on Company law matters, Capital Issues, due diligence, Corporate Governance, NBFC compliance, SEBI matters and Public Issue of Securities.
5	Anju Poulose (DIN:10132996)	She is the Associate (with COP) member of The Institute of Chartered Accountants of India. She has also completed Certificate Course on Business Responsibility and Sustainability Reporting (BRSR) from The Institute of Chartered Accountants of India and Certified Fraud Examiner Course from Association of Certified Fraud Examiners and Certificate Course on Concurrent Audit of Banks from The Institute of Chartered Accountants of India and Certified Sarbanes Oxley Expert (CSOE) from Sarbanes Oxley Compliance Professionals Association (SOXCPA). She is having more than 13 years of vast exposure working with various industries like IT, Hospitality, Food, Beverages, Manufacturing, Healthcare, Retail, Pharmaceuticals, Government Public Sector, Banking, Telecom etc.

The Company has received declarations from the appointed Independent Directors that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for Independent Directors adopted by the Company.

Familiarisation Programme for Independent Directors

The Company had conducted a Programme for Familiarization of Independent Directors on 12th June 2023 with regard to their roles, rights, responsibilities and all other information about the Company and the industry in which it is operated.

20. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC.

The Nomination and Remuneration Committee has formulated a Performance Evaluation Policy of the Board for the purpose of evaluation of the individual Directors, the Board as a whole and the Board committees, which is available in the website of the Company in the web address https://holmarc.com/corporate_governance.php#:~:text=Board%20 Evaluation%20Policy.

Pursuant to the provisions of the Companies Act, 2013, a formal evaluation of the performance of the Board, its

Committees and the Individual Directors was done during the period under report.

The Independent Directors, in their separate meeting held on 19/03/2024:

(a) reviewed the performance of non-independent directors and the Board as a whole;

(b) reviewed the performance of Board committees;

(c) reviewed the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(d) assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation was carried out using individual questionnaires regarding the performance of each director, chairman, the Board and the committees, which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. Upon collation of responses from Individual Directors, the Independent Directors reported the findings to the Nomination and Remuneration committee and to the chairman of the Company independently.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that :

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

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for period 2023-24.

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. COMMITTEES OF THE BOARD

The Company was required to constitute committees as envisaged under various provisions of the Companies Act, 2013 and the Rules made thereunder. The constitution of the said committees are given below:

i. Audit Committee
Sl No.	Name of the Member	Designation
01	Sajeev Plavita Gopinathan Nair (DIN: 02602190)	Chairman
02	Anju Poulose Maliyakkal (DIN: 10132996)	Member
03	Gopala Kurup Unnikrishna Kurup (DIN: 07622598)	Member

During the year under review, there has been no instance where the recommendations of the Audit Committee have

not been accepted by the Board. ii. Nomination and Remuneration Committee
Sl No.	Name of the Member	Designation
01	Ananthavally Raghavan Satheesh (DIN: 09751547)	Chairman
02	Reji Zachariah (DIN: 07402596)	Member
03 Tracy Tulassne Caesar (DIN: 07459768) iii. Stakeholders Relationship Committee		Member
Sl No.	Name of the Member	Designation
01	Tracy Tulassne Caesar (DIN: 07459768)	Chairman
02	Mr. Ishach Sainuddin (DIN: 00409402)	Member
03	Mr. Jayaghosh Unni Srambikkal (DIN: 09257206)	Member

MEETINGS

23. NUMBER OF MEETINGS OF THE BOARD:

The Board met Nine (9) times during the period under					review. The respective attendance of directors in the meeting
was as follows;
Sl.	Name of	11/04/	29/04/	23/05/	12/06/	02/08/	04/08/	11/09/	13/11/	04/03/
No.	Director	23	23	23	23	23	23	23	23	24
1	Jolly Cyriac	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
2	Ishach Sainuddin	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
3	Gopala Kurup Unnikrishna	Yes	Yes	Yes	Yes	No	No	Yes	Yes	Yes
	Kurup
4	Jayagosh Unni Srambikkal	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
5	Vellachalil Ramakrishnan Sanjaykumar	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
6	Abdul Rasheed Aledath Kochunni	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
7	Jim Jose Punnackal Josey	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
8	Lijo George	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

9	Pottekkattu Muhammed Muhammed shafi	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	No
10	Jaya Jolly	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
11	Sajeev Plavita Gopinathan Nair	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	No
12	Reji Zachariah	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
13	Ananthavally Raghavan Satheesh	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
14	Tracy Tulassne Caesar	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
15	Anju Poulose	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes

The board has not contravened the provisions of Companies Act, 2013 regarding the minimum number of meetings in a financial year and the maximum intervening gap of 120 days between two consecutive meetings.

24. MEETINGS OF THE BOARD COMMITTEES:

		Date of meetings held during the FY 2023-24
Sl. No.	Name of Director	11/09/23	02/11/23	23/02/24
Audit Committee
1	Sajeev Plavita Gopinathan Nair	Yes	Yes	Yes
2	Anju Poulose Maliyakkal	Yes	Yes	Yes
3	Gopala Kurup Unnikrishna Kurup	Yes	Yes	Yes
Nomination and Remuneration committee
		11/09/23	23/02/24
1	Ananthavally Raghavan Satheesh	Yes	Yes
2	Reji Zachariah	Yes	Yes
3	Tracy Tulassne Caesar	Yes	Yes
Stakeholders Relationship Committee
23/02/24
1	Tracy Tulassne Caesar	Yes
2	Mr. Ishach Sainuddin	Yes
3	Mr. Jayaghosh Unni Srambikkal	Yes

25. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under report on 19/03/2024 and all the Independent Directors attended the meeting.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report in page no. 27.

27. AUDITORS

i. Statutory Auditors

The Shareholders appointed M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) as the Statutory Auditors of the Company pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder in the Annual General Meeting held on 30th May, 2023. M/s. G. Joseph & Associates, Chartered Accountants (FRN 006310S) shall hold office until the conclusion of 36th Annual General Meeting.

ii. Secretarial Auditor

The Board of Directors at its meeting held on 13th November, 2023 have appointed SVJS and Associates, Cochin (Practicing Company Secretaries) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2023-24.

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure 2 to this report.

iii. Internal Auditor

The Board of Directors, at its meeting held on 13th November, 2023 have appointed M/s. Joseph & Co. (Firm Registration No. 012843S), Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake an Internal audit of the Company for the Financial Year 2023-24.

28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE—

i. The Statutory Auditor has issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2024. The Auditors’ Report for the Financial Year ended 31st March, 2024 has no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report.

ii. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following:

The Chief Financial Officer (CFO) of the Company has vacated his office on 30/01/2024. But no disclosure has been made to stock exchange regarding vacation of the office of CFO, as required under Schedule III Part A (A) (7) read with Regulation 30 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management’s Reply to the observation - Pursuant to Regulation 30 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule III Part A (7), any change in KMP is to be intimated to the stock exchange. However, there was no resignation or change in KMP (Chief Financial Officer).

29. REPORT OF FRAUD BY THE AUDITORS

During the year under review, no fraud has occurred or was noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

30. DEPOSITS

The Company has not invited /accepted any deposits from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

There were no outstanding deposits during the period under report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company has not given any loan or given any guarantee or provided security in connection with any loan to any person or body corporate during the period under review as envisaged under Section 186 of the Companies Act, 2013. There were no outstanding loans, Guarantees or investments as on date.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with Related Parties in Form AOC 2 as referred to in sub-section (2) of Section 188 of the Companies Act, 2013 read with Rule 8 (2) of Companies (Accounts) Rules, 2014 is attached as Annexure 3 to this report.

None of the transactions with any of the related parties, during the year under report exceeds the threshold specified under Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 and hence approval of shareholders was not required.

33. CORPORATE SOCIAL RESPONSIBILITY:

The provisions as mentioned in Section 135 of the Companies Act, 2013 are not applicable to the Company.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption, for the financial year ended 31/03/2024 is attached herewith as Annexure 4 to this report.

The foreign exchange earnings during the year under review is Rs. 670.83 lakhs and foreign exchange outgo during the year is Rs. 222.88 lakhs.

35. RISK MANAGEMENT:

Pursuant Section 134(3)(n) of the Act, the Company has in place an in-house Risk Management procedure which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. Major risks identified are addressed and monitored by the Board of Directors of the Company.

36. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a vigil mechanism for directors and employees to report their genuine concerns. The Company has devised whistle blower policy which has been published in our website. The weblink to the policy is Corporate Governance (holmarc.com).

There were no instances of reporting under the Whistle Blower.

37. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS /COURTS/ TRIBUNAL:

During the year under report, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status or operations of the Company in future.

38. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company’s website and the Annual Return for the Financial year 2023-24 shall be placed at company’s website in the web link https://holmarc.com/announcements.php.

39. ESTABLISHMENT OF CORPORATE OFFICE

During the year under report Company has established its Corporate office in the following address with effect from 01/01/2024:

Door No. 37/386, Manath Tower, Opp. Kalamassery Police Station, Changampuzha Nagar PO, Ernakulam District, Kerala - 682033

The Books of accounts of the Company are maintained at the Corporate Office of the Company with effect from 01/01/2024.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed in providing and promoting a safe and healthy work environment for all its employees. Your Company has formed an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period under report no complaints were received or disposed off as envisaged under Sexual Harassment of Women at Workplace (Prevention & Redressal) Act, 2013.

41. FRAUD REPORTING:

Your Company has not entered into transactions which are fraudulent, illegal or violative of the Company’s Code of Conduct. During the period under review no frauds have occurred in the Company and no frauds were reported by the Auditors of the Company.

42. CORPORATE GOVERNANCE

Your company strives to provide utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. However, the Company is not obligated to comply with provisions of Corporate Governance as per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and General Meetings.

44. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The disclosure as to whether the maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not applicable to your Company.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. THE DETAILS OF 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.

Not Applicable

45. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. Audit Committee periodically reviews the adequacy of Internal Financial controls.

48. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at https://www.holmarc.com/corporate_governance.php.

49. ACKNOWLEDGEMENT:

Your Directors express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, clients, members and other service providers during the year under report. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employees of the Company.