The Board of Directors presents the 69th Annual Report of the Corporation and its Audited Statement of Accounts for the year ended March 31, 2025 together with the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India.

FINANCIAL RESULTS

The performance of the Corporation during the year 2024-25 vis-a-vis the previous year is summarized in the table below:

basis as full and final settlement under the OTS. However, in view of the complexities involved in transferring the said properties, STC pursued and offered alternative course of settlement with lender banks that is instead of transfer of immovable properties, the outstanding Loan to be settled with Rs. 200 crore. The formal proposal offering Rs. 200 crores was submitted to the lender banks, which has been accepted by all the six lender banks.

STC paid Rs. 200 crore in July 2025 to Lead Banker Canara Bank after signing of the Debt Settlement Agreement (DSA) and no dues certificate /Settlement Certificate by all the six lender banks on 11.07.2025 in order to complete the One Time Settlement (OTS) with the lender Banks. Further, the case filed by Lead banker Canara Bank against STC in DRT (case no. TA/18/2022) has been withdrawn by lender bank on 15.07.2025.

DIVIDEND

In view of revised guidelines issued by Department of Investment and Public Asset Management (DIPAM) on Capital Restructuring of CPSEs, STC has sought exemption from paying Dividend from DIPAM through Administrative Ministry since STC is not undertaking any business activity and STC has a negative net worth of approx. Rs. 900 crores. RESERVES (OTHER EQUITY)

An amount of (-) Rs. 102.29 crore (including revaluation reserve of Rs. 881.42 crore) was available in the other equity of the Company as on 31.03.2025. An amount of Rs.31.60 crore (PAT: Rs. 25.72 crore and other comprehensive income Rs. 5.88 crore) has been transferred to retained earnings.

HUMAN RESOURCE Manpower

STC had 113 employees on its rolls as on 31.03.2025, which included 64 managers and 49 staff. In addition, STC had 2 executives under fixed term contract basis. Recruitments

During the year, the Corporation recruited one Civil Engineer on fixed term contract basis.

Industrial Relations

During the year 2024-25, the Corporation continued to maintain harmonious industrial relations. No man days were lost. Personnel policies and welfare schemes were suitably improved / amended so as to bring them in line with the overall interest of the Corporation.

Recruitment of SC/ST/OBC/PWD The Corporation has been implementing the Government of India's directives and guidelines for SC/ST/OBC/PWD issued from time to time with regard to recruitment of SC/ ST/OBC and differently abled candidates.

Human Resource Development

During the year 2024-25, the Corporation took initiatives to nominate employees for different training programmes. During FY 2024-25, one day breakaway session on AMRCD in July, 2024 and seminar on Anti- Bribery Management System by BIS in November, 2024 was imparted to

nominated employees of the Corporation.

OFFICIAL LANGUAGE

Being a Central Public Sector Enterprise, it is the constitutional responsibility of the Corporation to ensure compliance of the Official Language Policy of the Government of India. In this regard, continuous efforts are being made towards the implementation of Official Language Hindi in the Corporation, as a result of which the use of Hindi in daily office work in the Corporation is increasing. With this intention, a special incentive scheme has been implemented in the Corporation for the year 2024-25. In addition, the required training is also being given to the employees from time to time through Hindi workshops/seminars.

In pursuance of the Official Language Policy of Government of India, the meetings of the Official Language Implementation Committee are being held regularly in the Corporation and participation is also being ensured in the meetings of the Town Official Language Implementation Committee.

Also, like every year, this year too, the 'Rajbhasha Pakhwada' was organized in the Corporation on the occasion of Hindi Diwas during the period from

14.09.2024 to 28.09.2024, during which, various Hindi competitions and programs were organized. The winners of Hindi competitions were given prizes in the Valedictory Function on 30th September 2024.

VIGILANCE ACTIVITIES

During the year 2024-25, steps were taken to expedite timely completion of investigations and monitoring of disciplinary proceedings as per CVC's instructions.

CVC conducted CTE Type examination in October, 2023 and forwarded the Intensive Examination Report to STC in January, 2024. Further, based on the Intensive Examination Report, Systemic Improvement in certain areas were suggested by Vigilance and necessary instructions have been issued for implementation of these systemic improvement in STC.

As per the CVC's directives, as a prelude to Vigilance Awareness Week 2024, a three (3) months campaign (16th August, 2024 to 15th November, 2024) was undertaken on different Preventive Vigilance measures. STC's Vigilance Awareness Week 2024(VAW) was observed from 28th October, 2024 to 3rd November, 2024 on the theme "Culture of Integrity for Nation's Prosperity" “ÝHc'MIhbi

unCs'’, at Corporate Office, New Delhi, and Representatives Offices of STC located all over India. Integrity Pledge was administered on 28th October, 2024.

During the campaign period, to spread awareness, various in-house activities were held. A program was held on 8th November, 2024 on Vigilance Awareness Week 2024 where in various dignitaries were invited for an overview of all the activities undertaken by STC during 3 months campaign followed by an enlightening panel discussion by the distinguished panelists.

During the year 2024-25, in compliance of DPE guidelines,

total 23 Annual Property Returns (APR) have been scrutinized. Further, 14 files relating to sale/purchase of moveable/immoveable property(s) have also been scrutinized. Also, vigilance clearances have been issued in respect of 110 employees for various reasons.

During 2024-25, ten (10) complaints were received and disposed-off. Further, oral inquiry in respect of one disciplinary proceeding case for major penalty has been completed, however submission of report by the Inquiring Authority was pending as on 31.03.2025. Five (05) disciplinary proceeding cases are in process as on 31.03.2025.

PERFORMANCE OF SUBSIDIARY COMPANY

STCL Limited (Formerly, Spices Trading Company Limited)

In view of extraordinary losses suffered by STCL leading to erosion of its net worth and remote possibility of its turnaround, the Union Cabinet had, in August 2013, decided to wind up STCL. Accordingly, a winding up petition was filed by STCL before the Hon'ble High Court of Karnataka and the same continues to be pending mainly due to objections raised by Banks.

STCL has a negative net worth and no business operations are being undertaken by STCL.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, a detailed Management Discussion and Analysis Report forming part of the Annual Report of the Corporation is placed at Annexure-I.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 a copy of Annual Return is available on the website of the Corporation: www.stclimited.co.in.

ANTI SEXUAL HARASSMENT POLICY

The Corporation has a laid down Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress any complaints received in this regard. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, Committee's report on one sexual harassment complaint has been submitted to the Competent Authority.

RIGHT TO INFORMATION

In order to promote transparency and accountability, an appropriate mechanism has been put in place in the Corporation to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005. For this purpose, the Corporation has, in line with the RTI Act, nominated Central Public Information Officers (CPIOs) for its Divisions at New Delhi and at Branch/Representative Offices across the country. For the convenience of public,

a coordinating CPIO has also been nominated. First Appellate Authorities have also been nominated for considering the appeals of information seekers against the orders of CPIOs.

DEPOSITS

The Corporation did not accept any public deposits during the year under review. Therefore, the requirements of Chapter V of the Companies Act, 2013 are not applicable to it.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year 2024-25, the Corporation did not provide/ give any loans, guarantees or made any investment as specified under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 IN THE PRESCRIBED FORM

The Corporation did not enter into any contracts or arrangements with related parties as referred to in subsection (1) of section 188 of the Companies Act, 2013, during the year under review as STC is not undertaking any business activity and continuing as a non-operative Company for the time being.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

As per Companies Act, 2013, the Corporation is required to earmark 2% of its average net profit of the preceding three years on its CSR and sustainability projects for every financial year.

During FY 2024-25, STC had a budget of Rs. 27.30 lakhs for CSR activity and the same was utilized in PM Cares Fund.

PUBLIC PROCUREMENT POLICY

The Corporation is following applicable procurement guidelines as issued by Govt. Departments from time to time. The procurement from GeM portal accounted for more than 95% of the total procurement. During the year 2024-25, the Corporation made procurement worth Rs.4.90 crore of goods and services. MSEs accounted for 15 percent of the total value which included procurement from women entrepreneurs worth 0.24 lakhs and Nil for SC/ST entrepreneurs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.

The information required to be disclosed in accordance with the Companies (Accounts) Rules, 2015 is 'Nil' . Further, no business activities were carried out by STC during the year 2024-25.

FINANCIAL ACCOUNTING

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting

Standards) Rules and comply in all material aspects with the relevant provisions of the Companies Act, 2013 and other accounting principles generally accepted in India. Further, financial statements have been prepared on non-going concern basis in pursuance of directions given by the Board of Directors in its 639th adjourned meeting held on 05.04.2021.

The financial statements have been prepared under the historical cost convention on accrual basis except certain financial assets and liabilities which are measured at fair value of amortized cost at the end of each financial year. Management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses and actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates wherever necessary are recognized prospectively.

INTERNAL FINANCIAL CONTROLS

The appointment of Internal Auditors for FY 2024-25 was made through GeM and Audit Committee of Directors reviewed the reports of Internal AuditoRs. However, Audit Committee of Directors has not been in place since November 2024.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2024-25, four (4) meetings of the Board of Directors were held.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTOR

All the Part-time Non-Official Directors (Independent Directors) on the Board of STC have affirmed that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ending 31.03.2025.

There were no Independent Directors on the Board of STC as on 31.03.2025.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.

STC, being a Government company, all members of the Board are appointed by the President of India through Administrative Ministry i.e. the Ministry of Commerce & Industry, Government of India, which, inter-alia, fixes the remuneration through their appointment orders/pay fixation orders.

The non-executive part-time official Directors (Government Nominees) are not entitled to any remuneration or sitting fees. The part-time non-official (Independent Directors) are paid sitting fee for each Board / Committee meetings attended by them as approved by the Board from time to time as per the limits laid down in Companies Act, 2013 and the related rules.

The eligibility criterion for appointment of Independent Directors is laid down by the Department of Public

Enterprises, Government of India which is as per the relevant provisions of Companies Act and the SEBI Regulations. The positive attributes expected to be exhibited by the Independent Directors are conveyed to them on their appointment and a declaration in the prescribed format is obtained from them every year to confirm that they continue to qualify as Independent Directors.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Ministry of Corporate Affairs, vide its notification No. GSR 463(E) dated June 5, 2015, exempted Government Companies from certain provisions of the Companies Act, 2013, which include, inter-alia, sub section (6) of Section 149, subsections (2), (3) & (4) of Section 178 regarding appointment, performance evaluation and remuneration. As per the said notification, Section 134(3) (p) regarding performance evaluation of directors also shall not apply to Government Companies in case the directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the Company.

The appointment of Chairperson, Functional Directors, Part-time Official Directors (Government Nominee) as well as Part-time non-Official Directors (Independent Directors) on the Board of STC are made by Government of India through the Ministry of Commerce & Industry. Further, the terms and conditions of appointment as well as tenure of all directors are also decided by the Government and there is a procedure for evaluation of performance of Chairperson and Functional Directors by the Administrative Ministry.

RISK MANAGEMENT POLICY

STC had in place a Risk Management Framework which measured the risk involved in a business proposal in the form of a total risk score which is weighed vis-a-vis available risk mitigation measures. However, STC is not undertaking any business and continued on non-going concern basis.

Further, the Corporation has implemented an AntiFraud Policy in order to enforce controls and to aid in prevention and detection of frauds in the Corporation. The Policy intends to promote consistent legal and ethical organizational behaviour by assigning responsibility for the development of controls, and providing guidelines for reporting and conduct of investigations of suspected fraudulent behaviour.

HEDGING

Since the Corporation is not undertaking any business therefore there was no exposure in volatile commodities/ market condition during 2024-25.

CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidelines

on Corporate Governance for CPSEs issued by the Department of Public Enterprises (DPE), Govt of India, report on Corporate Governance for the year 2024-25 forming part of this report is placed at Annexure- III.

The Corporation has complied with the conditions of Corporate Governance as stipulated in the above referred Regulations and DPE guidelines on Corporate Governance for CPSEs. Compliance certificate from the Practising Company Secretary in this regard, forming part of this report, are placed at Annexure - IV.

The Corporation has got its Secretarial Audit for the financial year ended 31st March, 2025 conducted by M/s Parveen Rastogi & Co, Practising Company Secretaries and their report along with Management replies to the observations made by the Secretarial Auditors, forming a part of this Annual Report is placed at Annexure - V.

In line with the best practices, the Corporation has made available all information of interest to its investors on the Company's website, namely, www.stclimited.co.in

The Company has also put in place various policies such as:

• Whistle Blower Policy

• Web Archival Policy

• Policy on Preservation of Documents

• Policy on Materiality of Related Party Transactions and Dealings with Related Party Transactions

• Code of Conduct Regarding Prohibition of Insider Trading and Code of Fair Disclosure and Conduct

• Policy for Determination of Materiality of Events and Information and their Disclosures.

• Policy for Determining Material Subsidiaries.

The above policies are also available on STC's website.

During the year 2024-25, a separate meeting of the Independent Directors was held on 07.08.2024 at the registered office of the Company.

COST RECORDS

The Central Government has not prescribed the maintenance of cost records for the Company under Section 148(1) of the Companies Act, 2013.

STATUTORY AUDITORS

M/s PVAR & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for the FY 2024-25 by Comptroller & Auditor General of India (C&AG). Their report, along with replies of management, is attached and forms a part of this report.

COMMENTS OF C&AG

The comments of C&AG under Section 143(6) of the Companies Act, 2013, on the standalone accounts of the Company for the year 2024-25 have only been received.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5)

of the Companies Act, 2013, in relation to Directors'

Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable Indian Accounting Standards (Ind-AS) have been followed along with proper explanation relating to material departures;

(b) 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 and loss of the Company for the year 2024-25.

(c) the Directors have 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;

(d) the Directors had prepared the annual accounts on a non-going concern basis for the year ended 31st March, 2025.

(e) 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 except the qualified opinion of independent auditor's report. The management replies of these qualifications are covered in the Annual Report;

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

BOARD OF DIRECTORS

Appointment

Since the last Annual General Meeting held on 27th

September, 2024 the following changes have taken place

in the Board of Directors of the Company:

1. Ministry of Commerce & Industry, Department of Commerce vide Order No. 11/36/2001-FT(M&O) Vol-I dated 30.08.2024 has conveyed the appointment of Smt. Aishvarya Singh, lAS (SK: 2008), Joint Secretary, Department of Commerce, Ministry of Commerce and Industry as Government Nominee Director on the Board of STC and STC's Board of Directors have approved through circulation on 24.10.2024, the appointment of Smt. Aishvarya Singh as a Director (Government Nominee Director) of STC w.e. f 15.10.2024.

2. Ministry of Commerce & Industry, Department of Commerce vide Order No. A-12022/20/2019-E-IV dated 24.04.2025 has conveyed the appointment of Shri Nitin Kumar Yadav, lAS (HR: 2000), Additional Secretary, Department of Commerce,

Ministry of Commerce and Industry as Chairman & Managing Director (additional charge) of The State Trading Corporation of India Limited for a period of one year w.e.f 28.04.2025 to 27.04.2026 or until further orders, whichever is earlier and the Directors on the Board of STC have approved through circulation, the appointment of Shri Nitin Kumar Yadav as a Chairman & Managing Director of STC w.e.f 28.04.2025.

3. Ministry of Commerce & Industry, Department of Commerce vide its Order No. A12022/5/2017-E. IV have intimated appointment of Ms. Anoopa Sankarankutty Nair, Director, Department of Commerce, Ministry of Commerce and Industry as Director (Finance) on the Board of The State Trading Corporation of India Limited for a period of one year from the date of taking over charge of the post or until further orders, whichever is earlier and Directors on the Board of STC have approved through circulation, the appointment of Ms. Anoopa Sankarankutty Nair as Director(Finance) of STC w.e.f 05.06.2025.

The Board welcomes the newly appointed Directors and hopes that the Company shall immensely benefit from their rich and varied experience

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt Arti Bhatnagar would retire by rotation at the ensuing Annual General Meeting and being eligible, have offered herself for re-appointment till her superannuation from the service i.e. 30th September, 2025.

As per Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a brief resume of all Directors seeking appointment /reappointment are given in the notice convening the 69th Annual General Meeting of the Company.

Cessation

Shri Satish Kumar Chawla and Shri Manjeet Razdan ceased to be Independent Directors of the Company on

04.11.2024 on completion of their tenure.

Shri Divakara Shetty Kaup, Shri Ashok Kumar Aseri, Dr. Vivek Atul Bhuskute and Dr. Rohini Sanjay Kachole ceased to be Independent Directors of the Company on

09.11.2024 on completion of their tenure.

Shri Kapil Kumar Gupta, Director - Finance (additional charge) ceased to be director of the Company with effect from 30.11.2024 due to completion of his tenure.

Shri Naresh Dhanrajbhai Kella, Non - Official Independent Director ceased to be the director of the Company with effect from 24.03.2025 due to completion of his tenure.

Shri Hardeep Singh, Chairman and Managing Director

ceased to be director of the Company with effect from

27.04.2025 due to completion of his tenure.

KEY MANAGERIAL PERSONNEL

The Corporation has nominated its CMD, all Functional Directors, Company Secretary and CFO as Key Management Personnel (KMP) pursuant to Section 203 of the Companies Act, 2013. Details regarding appointments of Functional Directors are given elsewhere in this report. No Functional Director resigned during the year.

Further, the Board of Directors in its meeting held on 03.03.2021, had appointed Shri S,K. Meena, Joint General Manager as the KMP of the Corporation.

COMMITTEES OF DIRECTORS

Pursuant to the provisions of various Sections of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Corporation, during the year in review, had constituted various Committees of Directors like Audit Committee, Stakeholders Relationship Committee, CSR Committee, Nomination & Remuneration Committee and Risk Management Committee.

However, no Board level Committees was in place as on 31.03.2025, due to non- availability of Independent Directors of the Board of STC.

CODE OF CONDUCT

Pursuant to the requirements of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 and DPE guidelines on Corporate Governance for CPSEs, the Board Members and Senior Management Personnel have affirmed compliance to the Code of Conduct for the financial year ending 31st March 2025.

ACKNOWLEDGEMENT

The Board expresses its gratitude for the continued co-operation and support provided by the Ministry of Commerce & Industry, other Ministries and Departments of the Government of India, various state governments, financial institutions, banks, regulatory and statutory authorities, shareholders, legal advisers and consultants from time to time.

The Board also acknowledges the constructive suggestions received from Comptroller & Auditor General of India, Statutory Auditors and Internal AuditoRs.

Last but not the least, the Board places on records its appreciation for the hard work and dedication of all the employees of the Corporation.