Your Directors have pleasure in presenting 33^rd Directors Report of your Company together
with the Audited Financial Statements and the Auditors’ Report for the Financial Year ended
31^st March, 2024.

FINANCIAL RESULTS:

The summarized financial results for the period under review are as follows: -

(Rs.in Lakhs)

STATE OF AFFAIRS OF THE COMPANY’S AFFAIRS/ CHANGE IN NATURE OF
BUSINESS:

During the year under review, the Company earned a Net Profit of Rs. 24.91 lakhs against a
Net profit of Rs. 115.67 lakhs in the previous year. There are adequate financial controls
commensurate with the size of the organization and with reference to the financial
statements; there is no change in the nature of business.

DIVIDEND:

Considering the current financial position, the Board of Directors has not recommended any
dividend for the financial year 2023-24.

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserve of the company
during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)
Requirements Regulations, the Management Discussion and Analysis Report is enclosed as
Annexure 1.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on company’s
website and can be accessed - www.sreekailas.com.

SHARE CAPITAL:

There is no change in the Authorized Capital as well as the Paid-up Share Capital of the
Company during the year ended 31^st March, 2024.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

The Company has sold its Warehouse admeasuring 2.62 lakhs sq. ft including land of 9.56
acres in Edayar Industrial Area to M/s.Kamakhya Industrial & Logistics Park Private Limited
for a Gross Sale Consideration of 9,384.66 lakhs, excluding liabilities on 7^th July 2024. The
proceeds of the sale are utilized in the following manner:

a) Repayment of existing Loan with HDFC bank

b) Repayment of Interest free rent security deposits received from existing customers

c) Redemption of preference capital

d) Paying back of existing unsecured loans taken from Promoters/Related Parties,
Unsecured creditors in part or full as per discretion of the Board

e) Payment to creditors

f) Balance shall be used for investment in new projects after considering the tax
implications, if any

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Change in Directorate

There is no changes in the directors of the Company during the period from April 1, 2023 till
the date of report:-

a) Reappointments

? No any director was reappointed during the year.

b) Recommendations in the upcoming Annual General Meeting

? Reappointment of Mrs. Rajee Rajkumar (DIN: 00363280) who retires at the ensuing
Annual General Meeting and being eligible, offers herself for reappointment.

Change in Key Managerial Personnel (KMPs)

The following persons constitute KMPs of the Company:-

? Mr. Rajkumar Sivathanu Pillai, Managing Director

? Mr. Visakh Rajkumar, Whole Time Director

? Mr. V N Sridharan, Chief Financial Officer

? Mr. Dhawal Mathur, Company Secretary

There is no change in key managerial personnel during the year.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS’ COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies
and review the financial performance of the Company. The Board Meetings are pre-scheduled,
and a tentative annual calendar of the Board is circulated to the Directors well in advance to
facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state
and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.

b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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 ended on that date.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees
or officers of the Company under section 143(10) of the Companies Act, 2013.

PREVIOUS SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES THAT HAVE
CEASED TO BE SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES OF THE
COMPANY:

All three subsidiaries are struck off during FY 2023-24:

1) Sree Adi Sakthi Mukkuttathode Hydro Power Limited has struck off on 24-01-2024. The
Special Resolution for EGM was passed on 25.08.2023 and Form STK 2 has been filed
on 28.12.2024.

2) Jalashaayi Alamparathodu Hydro Power Limited struck off on 03-04-2024. The Special
Resolution for EGM was passed on 29.12.2023 and Form STK 2 has been filed on

22.02.2024.

3) Sree Kailas Palchuram Hydro Power Limited struck off on 23-04-2024. The Special
Resolution for EGM was passed on 23.02.2024 and Form STK 2 has been filed on

05.04.2024.

DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
OR TRIBUNALS:

No significant and material orders passed by the courts or regulators or tribunals.

INTERNAL FINANCIAL CONTROLS:

The internal financial control mechanism in your Company is commensurate with the size of
your Company.

COST RECORDS:

The provisions pertaining to maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not applicable to the Company.

INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee
("ICC”) is in place for all works and offices of the Company to redress complaints received
regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual
Harassment is available on the website of the Company at www.sreekailas.com

During the Financial Year under review, no complaints with allegation of sexual harassment
were filed with the ICC.

Internal Complaint Committee Members

1. Rajee Rajkumar

2. Visakh Rajkumar

The Committee met once in the financial year 2023-24. The Company is committed to provide
a safe and conducive work environment to its employees during the financial year. Your
Directors state that during the financial year 2023-24, there were no cases filed pursuant to
the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

REPORTING OF FRAUD BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the
Companies Act, 2013 during this year.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has, inter alia, received the following declarations from all the Independent
Directors confirming that:

? they meet the criteria of independence as prescribed under the provisions of the Act,
read with the schedule and rules made there under and also with the Listing Regulations

? they have complied with the Code for Independent Directors prescribed under Schedule
IV of the Act.

All the existing and new Independent Directors have registered themselves with the
Independent Director’s database maintained by the Institute of Corporate Affairs.

STATUTORY AUDITORS:

M/s KPR & Company, Chartered Accountant Kochi was reappointed as statutory auditors of
the company for a period of 5 years at its AGM held on September 20, 2022. The Audit Report
submitted by KPR & Company is attached in this Annual Report.

SECRETARIAL AUDITORS:

The Board of Directors have appointed Mrs. N Srividhya (Certificate of Practice No.14058),
Practicing Company Secretary, as the Secretarial Auditor to conduct audit of secretarial
records pertaining to the financial year 2023-24.

The Secretarial Audit Report pertaining to the financial year 2023-24 received from her in
accordance with the Act and Rules made there under and Regulation 24A of the Listing
Regulations is annexed as Annexure II of the Board’s Report. The Secretarial Audit Report
pertaining to the financial year 2023-24 does not contain any qualification or adverse remarks.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 27.01.2024, without the attendance of Non-Independent Directors
and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of
the Company. The policy and details of familiarization program is available on the website of
the Company at www.sreekailas.com.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)
/ EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company and Directors is furnished hereunder:

(Rs. in lakhs)

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a
policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The policy and details of Nomination and
Remuneration is available on the website of the Company at www.sreekailas.com

NOMINATION & REMUNERATION POLICY:

In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications, positive
attributes, and independence of a director.

2. The Committee shall identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance
with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by
the Committee to the Board which should be within the slabs approved by the Shareholders
in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of
the remuneration.

8. The Non-Executive/ Independent Director may receive remuneration by way of fees for
attending meetings of the Board or Committee thereof provided that the amount of such fees
shall not exceed Annual Report — 2023-2024 Rs. One lakh per meeting of the Board or
Committee or such amount as may be prescribed by the Central Government from time to
time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetary limit
approved by shareholders, subject to the limit not exceeding 1% of the net profits of the
Company computed as per the applicable provisions of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards’ functioning,
composition of the Board and its committees, culture, execution and performance of specific
duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing
risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following
criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board
AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee
is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2024 is as follows:

• Kul Bhushan Jain - Chairman cum Member

• N Subramanian - Member

• V Manoharan - Member

• The Company Secretary shall act as the Secretary of the Committee
BOARD OF DIRECTORS’S EXPLANATION OR COMMENTS:

(Details of Board’s Representation on every qualification, reservation or adverse remark or
disclaimer made by the auditor in his statutory audit report and Secretarial audit report.)

CORPORATE GOVERNANCE:

Your Company is committed to align with good corporate governance practices. A separate
report on Corporate Governance is annexed as Annexure I of the Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:

Advances given by the Company is shown as note no.7 of the financial statements.
Investments made by the Company is disclosed as note no.6 of the financial statements. Apart
from those as stated above, no other loans, guarantees or investments have been made by
the Company during the year under review. During the year under review, your Company has
not made any investments.

RELATED PARTY TRANSACTIONS:

All transactions with related parties are reviewed and approved by the Audit Committee and
are in accordance with the Company’s Policy on Related Party Transactions. SEBI, by way of
amendments to the Listing Regulations, has widened the purview of definition of Related
Party and overall scope of related parties with effect from April 1, 2023 or unless specified.
Accordingly, the Board, on recommendations of Audit Committee, has amended its Policy on
Related Party Transactions to include the amendments notified by SEBI and the same has
been published in the Company website, www.sreekailas.com.

Pursuant to Regulation 23 of Listing Regulations, your Company has submitted its statement
on related party transactions on consolidated basis to BSE Ltd on half yearly basis within the
timeline as specified in the Listing Regulations.

Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, the Statement of Related Party Transactions in Form AOC-2 is set out as
Annexure IVto the Board’s report.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION
ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the period under review, there was no instance of any application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016.

SECRETARIAL STANDARDS OF ICSI:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial
Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India,
relating to Meetings of Board of Directors and General Meetings respectively, have been duly
complied with.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company had three subsidiary company, the names of all the three subsidiaries were
struck off the Register of Companies under the provisions of Companies Act, 2013. No
commission was received by any Director from Holding or Subsidiary Company.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the
Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect
from 21.09.2023 and 27.09.2023 (both days inclusive).

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

A. CONSERVATION OF ENERGY

Your company has generated solar energy to the tune of 2,68,043 units during the current
financial year.

B. TECHNOLOGY ABSORPTION

The Company has taken various efforts in utilizing the maximum available sources of
technology and has increased its productivity during the year. There is no major technology
absorption or research & development cost incurred during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year under review, there was no instances of inflow or outflow of foreign
exchange.

INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there are no pending unclaimed dividend to be transferred to
Investor Education and Protection Fund as the company has not declared dividend since FY
2014-15.

RISK MANAGEMENT:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact assessment, risk
analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and
integration with strategy and business planning. The Management identifies and controls risks
through a properly defined framework in terms of the aforesaid policy.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net
worth of Rs.500 crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs.5
crore or more during any financial year are required to constitute a CSR committee and our
Company does not meet the criteria as mentioned above, hence the Company has not
constituted any Corporate Social Responsibility Committee; and has not developed and
implemented any Corporate Social Responsibility initiatives and the provisions of Section 135
of the Companies Act, 2013 are not applicable to the Company.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The
mechanism also provides for adequate safeguards against the victimization of employees who
avail themselves of the mechanism and also provides for direct access by the Whistle Blower
to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has
been denied access to the Audit Committee. The vigil mechanism policy is also available on
the Company’s website www.sreekailas.com

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement,
assistance, co-operation, and support given by the Central Government and the Government
of Kerala during the year. They also wish to convey their gratitude to all the shareholders,
customers, Auditors, suppliers and all those associated with the company for their continued
patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed
stakeholders for their continued support and the confidence reposed in the Company and its
management.

For and on behalf of Board of Directors
For Cella Space Limited

Sd/- Sd/-

S Rajkumar Visakh Rajkumar

Director Director

DIN:- 01790870 DIN:- 07079475

PLACE: CHENNAI
DATE: 09/08/2024