Directors Report of Sheshadri Industries Ltd.

Mar 31, 2024

We have pleasure in presenting the 15^th Director Report on the business and operations of Company and Financial Results
for the year ended 3 1 st March, 2024.

1. FINANCIAL HIGHLIGHTS In lakhs

The Financial highlights of the company are as follows:

Particulars	2023-2024	2022-2023
Total Revenue	2520.24	3151.19
Gross Profitbefore financial charges & depreciation	(23.10)	300.35
Less: Depreciation	179.36	168.6 9
Financial charges	175. 96	240.83
Exceptional items	14 1,40	1085.01
Profit p(Loss) before taxation	(23 7.02)	975.134
Tax pxpenses	15.88	-
Profit / (Loss) after taxation	(252.90)	975.84

2. OPERATIONS

During the year under review, the company achieved a total turnover of Rs. 2520.24 Lakhs which is lower than that of the
previous year. During the previous financial year the Company has done trading activity apart from manufacturing of yarn.
The textile value chain from fiber to Apparel has seen lower demand due higher inflation in the domestic and international
markets. Post Covid there has been very huge inventory buildup due to logistic issues which led to lower demand . The
turnoverwas badly effected due to this reasons and the company had to shift to Finer counts to avoid further losses. The
operations in the year have ended in a loss of Rs. (252.90) Lakhs compared to a profit of Rs. 975.84 Lakhs in the previous
year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business activity during the year under review.

4. CHANGEIN SHARE CAPITAL

The paid ups Share capital of the company is Rs. 49,595,770 and there has been no change in paid up share capital
during the year under review.

5. TRANSFER TO RESERVES

Your Directors has not proposed to transfer any amount to General Reserve for the financial year under review.

6_r DIVIDEND

The Board does not recommend any dividend for the year ended 31^st March, 2024.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSIT ION OF
THE COMPANY WHICH HAS OCCURRED BETWEEN THE AFTER THE END OF FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes and commitments in the company after the end of the financial year till the date of
this report that have a bearing on the financial position of the company.

8. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN
FUTURE

There are no significant and material orders passed by the regulators or courts or^- tribunals impacting the going
concern status and company''s operations in future.

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The company does nest have any subsidiaries or Joint-Venture or Associate Companies.

10. PUBLIC DEPOSITS

The company has nett accepted any deposits under Chapter V of the Companies Act, 2013. Accordingly, there is no
disclosure or reporting required in respect of the same.

11. CORPORATESOCIAL RESPONSIBILITY
FY 2022-2t

The provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Res ponsibility were not
applicable to the Company for the FY 2022-23 as the Company''s net Profit before exceptional items and tax was
(109.17) Lakhs.

FY 2023-24

The provisions of the Companies Act, 2013 relating to Corporate Sooial Responsibility were not applicaWe to the
Company for the FY 2023-24 as the Company''s net Profit before exceptional items and tax was (378.42) Lakhs.
The Board of Directors of the Company has, however, voluntarily constituted a Corporate Social Responsibility
Committee in compliance with Section 135 of the Act.

The Company is committed to its stakeholders to conduct business in an economically secially and environmentally
sustainable manner that is transparent and ethical.

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014
in not required to be attached in the annual report.

12. CORPORATE GOVERNANCE

The report on Corporate Governance is not being enclosed to this report in view of the relaxation under regulation
15(2) ofSEBi (Listing Obligations and Disclosure Requirements) Regulations 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated

under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015 is
pnetented in a sepanate section forming part of the Annual Reportas Annexure -V

14. LISTING ON STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai. The Company has
fulflled its: obligation by remitting the annual listing fee for the financial year 2023-2024

15. ENVIRONMENT AND POLLUTION CONTROL

The manufacturing facilities have obtained environmental clearance from the Pollution Control Board concerned and
are in compliance with all current environmental legislation. As an integral part of its environment protection drive,
the Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution
levels during operations of all manufacturing facilities.

16. DEPOSITORYSYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the
Depositories i.e. National Securities [Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).
As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette
notification dated June 8, 2018 & 30th November, 2018 mandated that Share transfer shall be mandatorily carried out in
dematerialized form onlyw.e.f. from April 1,2019. In view of the numerous advantages offered by the Depository System,
members art: requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories
mentioned as aforesaid.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. CHANGES IN DIRECTORS

No Director was appointed or resigned during the year in review.

Subsequent to the year under review, the Board appointed one additional Director Mr.Adarsh Gupta (DIN:
00526687) w.e.f. 12^th August 2024 and accepted resignation of Manish Gupta from the post of Director w.e.f.
12^th August 2024.

Mil-, heetender Kumar Agarwal, Managing Director, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.

B. DISQUALIFICATIO N OF DIRECTORS

None of the directors are disqualified under section 164(2) of the Act. They are not debarred from holding the
office of Director pursuant to order of SEBI or any other authority.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of
the directors of the company disqualified for holding office as director of the Company is enclosedwith this
Director''s Report as Annexure -IV

C. CHANGES IN KEY MANAGERIAL PERSONNEL

Ason 31^st March. 2024, following are the Key Managerial personnel of the Company:

1. Mr. Jeetender Kumar Agarwal - Managing Director and Chief Financial officer

2. Ms. Rozie Mukharjee - Company Secretary & Compliance Officer
There is no change in Key Managerial Personnel during the year.

D. EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and as per the Listing Regulations, the performance evaluationof
the Board and of its Committee was carried out during the year under review.

The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision
and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings;
governance and contribution to strategy; interpersonal skills etc.

The Board has carried out t0e annual performance evaluation ofits own performance, the Directors individually
as we f as evaluation of the working of its Board Committees. A structured questionnaire was prepared
covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non -independent
directors, performance of the board as a whole and performance of the chairman after taking in ter account the
views of executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent directors, at which the performance of the board, its committees
and individual directors was also discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

E. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the
Companies Act, 201 IB and Regulation 25(8) SEBI (Listing Obligations and Disclosu re Requirements) Regu l ations,
2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the d eclaration(s) of Independent Directors, the Board of Directors recorded its opinion that al l
Independent Directors are independent of the Management and have fulfilled the conditions as specified in the
Companies Act, 2013 and the Rules made there under.

Independe nt Directors are not liable to retire by rotation, in terms of Section 149(13) of the Act.

F. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Tice: (Company has formulated a familiarization program for Independent Directors to provide insights into
the Company''s manufacturing, marketing, finance and other important aspects to enable the Independent
Directors to cnderstand its business in depth and contribute significantly to the Company. The details of such
program ase cvailable can the Company''s website (www.sheshadri.in)

G. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and (Remuneration committee framed a policy for
selection and appointment of directors, Senior Management and their remuneration as required under section
178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

18. BOARD AND THEIR COMMITTEES

1. BOARD OF DIRECTORS

a) Composition and provisions as to Board and Committees:

As on 31^st March 2024, the Company''s Board of Directors comprises of 4 (four) Directors. Of these,
i (One) is Promoter Directors and 3 (three) are Indepentent Directors. The Chai rman is an Executive
Director.

The Board oS Directors of the Company met Four (4) times during the Financial Year. The intervening gap
between the meetings was within the prescribed period under the Act and listing; Regulations. Details of
oumber erf Board meetings and Directors'' attendance is as follows:

Sr. No.	Date of the Meeting	No. of directors present at the meeting
1	25.05.2023	4
2	08.08.2023	4
3	0d. 1 1.2023	4
4	14.02.2024	4

b) Disclosure of relationships between directors inter-se:

There is no inter-se relationship between Board Members.

2. AUDIT COMMITTnE

As on 31st March 2024, the Audit Committee comprises Sri Manish Gupta (Chairman), Sri Jeetender Kumar
Agarwal and Sri Uttam Gupta. All the recommendations made by the Audit Committee were accepted by the
Board.

During the financial year ended March 31,2024 - The Audit Committee met 4 (Four) times. The details of the
meetings are as below:

|Sr. No.	Date of the Meeting	No. of members present at the meeting
1	25.05.2023	3
2	08.08.2023	3
3	09.11.2023	3
4	14.02.2024	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Followingthis, Sir Adarsh Gupta
was appointed as a member of the Audit Committee, also effective 12th August, 2024.

3. NOMINAT ION & REMUNERATION COMMITTEE

As on 31st March 2024, the Nomination & Remuneration Committee comprises of Sri Manish Gupta, Smt.
Sushma Gupta and Sri. Uttam Gupta. All the recommendations made by the Nomination & Remuneration
Committee were accepted bythe Board.

During the financial year ended March 31, 2024 - The Nomination and Remuneration Committee met one (I)
time. The derails of the meetings are as below:

Sr. No.	Date of the Meeting	No. of members present at the meeting
1	25.05.2023	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Followingthis, Sir Adarsh Gupta
was appointed as a member of the Nomination & Remuneration Committee, also effective 12th August, 2024.

4. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As on 31st March 2024, Your company has constituted a Stakeholders'' Relationship Committee to specifically
look into the mechanism of redressal of grievances of shareholders and other security holders.

The Stakeholders Relationship Committee comprises of Sri. Jeetender Kumar Agarwal, Sri. Manish Gupta and
Sri. Uttam Gupta.

During the financial year ended March 31,2024 - The Stakeholders'' Relationship Committee met 1 (one) time.
The details of the meetings are as below:

Sr. No.	Date of the Meeting	No. of members present at the meeting
1	14-02-2024	3

Details of the complaint received and redressed during the year under review are as follows:

i	No. erf Complaints pending at the beginning of the year	NIL
2	No. of Complaints received during the Year	NIL
3	Number not solved to the satisfaction of shareholders	NIL
4	Number of pending complaints	NIL

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, Sir Adarsh Gupta
was oppointed as a member of the Stakeholders'' Relationship Committee, also effective 12th August, 2024.

5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee
of the Board presently comprising of one Executive Director and two Non-Executive Independent Directors.

As on 31st March 2024, the Corporate Social Responsibility Committee comprises of Sri Manish Gupta
(chairman), Sri. Jeetender Kumar Agarwal (member) and Sri. Uttam Gupta (member).

The CSR committee recommends to the Board, the CSR activities to be undertaken during the year and the
amount to be spent on these activities and monitors its progress.

During the financial year ended March 31,2024 - The CSR Committee met 2 (two) times on 25-05-2023 and
09-1 I -2023 and all the members were present at the meeting.

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, Sir Adarsh Gupta
was appointed as a member of the Corporate Social Responsibility (Csr) Committee, also effective 12th
August, 2024.

6. SEPARATE MEETING OF INDEPENDENT DIRECTOR:

Dnring the year under review, a separate meeting of Independent Directors was held on 12.02.2024 to

a. evaluate the per-ormance of the Chairperson of the company, taking into accounn the views of executive
directors and non-executive directors;

b. reviewing the performance of non-independent directors and the Board as a whole;

c. assessing the (quality, quantity and timeliness of flow of information between the company management
and the Board so as to ensure that the Board is performing the duties effectively and reasonably.

7. OTHER MANAGEMENT POLICES

The following policies are placed in company''s website at http://www.sheshadri.in

• Policy for determination of materiality

• Policy on code of conduct

• Policy can Code of Fair disclosure

• RPT Policy

• Code of Conduct for^- Prevention of Insider Trading

• Wristle Blovser Policy - Vigil Mechanism

• Policy on Prevention of Sexual Harassment at Workplace (POSH) Policy

19. STATUTORY AUDITORS & AUDITORS’ REPORT

A. STATUTORY AUDITORS

M/s K.S. Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Regn. No.003l09S) were appointedas
StatutornAuditors in the AGM held on 29^th September 2017 for a period of 5 years uneil the conclusion o7 13^th
AGM.

The Company re-appointed M/s. K.S. Rao and Co., Chartered Accountants as the Statutory Auditors for a
second term of 5 years in the 13^th AGM held on 30^th September 2022 till the conclusion of 18^th AGM of the
company.

Explanation to Auditor’s Remark

Followi ng are the replies / clarifications in respect of the observations made by the statutory auditor in their
audit report.

1. The management would like to inform that the interest payable on statutory dues would be verified with
individual statutory authorities and all the provisions relating to the same shall be made in the subsequnt
financial year.

2. Though company has not obtained any formal quotes from third parties but the company based on the
prevailing market prices has paid or received the payments with the transactions carried out with related
parties.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company
under sub-section (12)of section 143 of Companies Act, 2013.

B. SECRETARIAL AUDITOR

During the year, the Company has appointed M/s HSP & Associates LLP Practicing Company Secretaries as
Secretarial Auditor in compliance with the provision of Section 204 of the Companies Act, 2013 and Rule 9of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit
report in form MR-3 for the financial year ended 31^st March 2024 is annexed herewith as Annexure I to this
Report. T he Secretarial Audit Report does not contain any qualification or adverse remark.

C. INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Act read with Rule 13(1)(a) of C ompanies (Accounts)
Rules, 2014. The IBoard of Directors of the Company has appointed M/s. LANS & Co., Chartered Accountant
as Internal Aud itors to conduct Internal Audit of the Company for the Financial Year 2024- 2025.

D. COST AUDITOR

That Pursuant to section 148 of companies Act 2013 and rules made thereunder the requirement to appoint
the Cost Auditor is not applicable on the company during the year.

20. DIRECTORS’ RES PON SIBILITY STATEMENT:

In terms of section 134(5) of the Act, your directors state that:

(a) in the preparation of the annual financial statements for the financial year ended 31st March, 2024, the applicable
accounting standasds had been followed along with proper explanation relating to material departures;

(b) Accounting policies have been selected and applied consistently. Judgments and estimates 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
andor the profit and loss of the company for that period;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting re cords in accordance
with the provisions of this Act for safeguarding the assets of the company and foa preventing and detecting
fraud and otherirregularities;

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

(e) Adequate mternal financial controls to be followed by the company have been laid (down and these are operating
effectively; and

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

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in
the osdinary course of business. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company''s
website at http://www.sheshadri.in/policies.html

Your Directors draw attention of the members to Note 40 to the financial statement which sets out related party
disclosures. Particulars of Contracts or Arrangements with related parties referred to in Section 188(1) in Form
AOC- 2 are enclosed to this report in Annexure III.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
required tea be given pursuant to the provision of Section 134 of the Companies Act, 2013 read with the Companies
(Account) Rules, 2014 is annexed hereto and marked Annexure II and forms part of this Report.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial
informati on.

The Company hasin place adequate internal dinancial controls with reference to financial statements. The Company''s
internal control systems, including internal financial controls, are commensurate with the nature of its business and
the size and complexity of its operations and the same are adequate and operating effectively. These systems are
periodically tested and no reportable material weakness in the design or operation was observed. The internal
auditors of the company conduct audit on regular basis and the Audit Committee reviews adequacy and effectiveness
of the Company''s internal control system including internal financial controls.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of thee
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure with respect
to the same, is not required to be given.

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employets
of the Company, will be provided upon request. In terms of Sectionl 36 of the Act, the Report and Accounts afe
being sent tothe members and others entitled thereto, excluding the information on employees'' particulars whichis
available for inspection by the members at the Registered Office of the Company during business hours on working
days of the Company upto the date of the ensuing Annual General Meeting. If any member iv interested in obtaining
a copy thereol, such member may write to the Company Secretary in this regard.

25. POLICY ON SEXUAL HARASSMENT:

The Company has in place a policy on Prevention of Sexual Harassment of Employees at workplace in accordance
with The Sexual harassment of Women at Workplace (Prevention, Paohibition and Redressal) Act, 2013. Internal
Compl iant Com mittee has been set to redress complaints received regarding sexual harassme nt.

During the year under review, the Company has not received any complaints pertaining to sexual harassment.

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

The Company Idas not made any loan, given guarantee or provided security pursuant to the provisions of Section 186
of Companies Act, 2013 during the year.

27. DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN

Annual Return of the company as on 31^st March, 2024 in accordance with section 92(3), Section I34(3)(a) of the
CAmpanies Act, 2013 read with Companies (Management and Administration) Rules, 2014, can be accessed
from http://www.sheshadri.in/financials.

B. Vigil Mechanism

The Company has a ‘Whistle Blower Policy''/‘Vigil Mechanism'' in place. The objective of the Vigil Mechanism
is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an
impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment
to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its
stakeholders and constituents and its commitment to open communication channels. The Company is also
committed to provide requisite safeguards for the protection of the persons who raise such concerns from
reprisals car victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no
personnel have been denied access to the Audit Committee. The Policy contains the provi sion for direct access
to the Chairman of the Audit Committee in appropriate or exceptional cases..

The Policy on vigil mechanism cum Whistle Blower may be accessed on the Company''s website at the link:
http://www.sheshadri.in there were no complaints received during the year 2023-24.

C. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to
managing the riskin a proactive and efficient manner. The Company as part of business strategy has in place a
mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

28. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with all the applicable Secretarial Standards issued by The: Institute of Comprny
Secretaries of India and notified by the Central Government.

29. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under Sectionl48(l) of the Companies Act, 2013.

30. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAh YEAR.

During the financial year, no application was made by or against the Company or any proceeding is pending under
thelnsolvency and Bankruptcy C ode, 2016 (31 of 2016).

31 . GENERAL

Your Direchors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a. During the yeaf under review the Company has not given loan to any employee for purchase of its own shares

as pen section 67(3) (c) of Companies Act, 2013.

b. The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section

62 read with Rulel2 of Companies (Share Capital and Debenture) Rules, 2014.

c. The Compyny has not issued swyat equity shares pursuant to provisions of Section 54 read with Rule 8 of
Companies (Share Capital and Debenture) Rules, 2014 & SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 during the Financial Ysar.

d. The Bssiness Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending
March 3 1,2024.

e. Details in respect of frauds reported by the Auditors under section 143(12) other than those which are

reportable to the Central Government, as there were no such frauds reported by the Auditors.

f. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

32. ACKNOWLEDGEMENTS:

The Board of Directors is pleased to place on record their appreciation of the co-operation and support extended
by All Financial Institutions, Banks and various State and Central Government Agencies.

The Board would also like to thank the Company''s shareholders, customers, suppliers for the support and the
confidence which they have reposed in the management. The Board place on record its appreciation of the
contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.

By order of the Board
For Sheshadri Industries Limited

Jeetender Kumar Agarwal
Managing Director
DIN:00041946

Place: Secunderalaad Sushma Gupta

Date: 12.08.2024 Director

DIN:07147330

---

Mar 31, 2014

Dear Members,

We have pleasure in presenting the Fifth Annual Report on the business and operations of Company and Financial Results for the year ended 31st March, 2014 .

1. FINANCIAL RESULTS (Rs. in Lakhs)

2013-2014 Financial Results

Turnover Revenue 15180.27

Gross profit before financial 868 62 charges & Depreciation

Less: Depreciation 193.17

Financial charges 597.19

Profit / (Loss) Before Taxation 78.27

Tax for Earlier years -

Profit / (Loss) after taxation 78.27

With a view to ensure focused growth and to have economies of scale in the respective areas of operations Suryavanshi spinning Mills Ltd (Demerged Company) had formulated a Scheme of Arrangement by way of demerger. Hon''ble High Court at Hyderabad vide its Order dated 30th July, 2014 sanctioned the above scheme of arrangement in accordance with the provisions of sections 391-394 of the companies Act, 1956 and section 2(19AA) of the Income tax Act, 1961. Accordingly, Yarn Unit at Rajna, Madhya Pradesh along with two Garments Divisions in the state of Telangana of the Suryavanshi Spinning Mills Ltd. was transferred to and vested into Sheshadri Industries Ltd (Resulting Company-2) On a going concern basis and the appointed date for the scheme was 01.04.2013.

2. SCHEME OF ARRANGEMENT BY WAY OF DEMERGER (SCHEME) BETWEEN SURYAVANSHI SPINNING MILLS LTD, AANANDA LAKSHMI SPINNING MILLS LTD AND SHESHADRI INDUSTRIES LTD AND THEIR RESPECTIVE MEMBERS AND CREDITORS

Hon''ble High Court at Hyderabad approved vide its Orders dated July 30,2014, the Scheme of Arrangement by way of Demerger between Suryavanshi Spinning Mills Ltd, Aananda Lakshmi Spinning Mills Ltd and Sheshadri Industries Ltd and their respective members and creditors for demeger of yarn unit at Bhongir, Telangana into Aananda Lakshmi Spinning Mills Limited (Resulting Comapny -1) and yarn unit at Rajna,Madhya Pradesh (along with two Garment divisions Telangana) into Sheshadri Industries Limited (Resulting Company-2) and retaining yarn unit and medical textile unit at Aliabad ,Ranga Reddy Dist. Telangana. The said Orders of the Hon''ble High Couirt were filed with Registrar of Companies,at Hyderabad on August 21,2014(Effective Date).The Appointed Date for the Scheme for Arrangement was April 1,2013.

The authorised share capital of the Company was increased from Rs. 25,00,000 to Rs. 5,00,00,000 divided into 50,00,000 equity shares of Rs. 10/- each.

In terms of the Scheme of Arrangement, 37 equity share of of Rs 10/- each fully paid up of Sheshadri Industries Ltd (Resulting Company -2) have been allotted to the shareholders for every 100 equity shares held in Suryavanshi Spinning Mills Ltd. accordingly the paid up share capital of the Company stands increased from Rs. 5,10,000 to Rs. 4,95,95,770. Shares of Sheshadri Industries Ltd. will be listed in the BSE Limited. The Demerger is expected to unlock and maximize value to the share holders of Suryavanshi spinning Mills ltd, and Sheshadri Industries Ltd through focused operations of both Companies.

3. OPERATIONS

Company achieved Total Revenue of Rs. 151.80 Crores (including Other Income of Rs.8.69 crores) and achieved a profit of Rs.0.78 Crores for the Year ended 31st March, 2014. The operational results are pertaining to the Yarn unit situated at Rajna, Madhya Pradesh and Garments Divisions in the State of Telangana. As per the Scheme of Arrangement Accounts were drawn up from 01.04.2013 to 31.03.2014. Since it is the first report subsequent to Demerger previous year''s figures are not comparable.

4. DIVIDEND

In view of the inadequate profits your Board regrets this inability to recommend any dividend.

5. EXPORTS

During the year under review the company''s exports were Rs. 89.60 crores.

6. FUTURE OUTLOOK

The Company has got 25200 spindles of spinning capacity at its spinning unit at Rajna, Madhya Pradesh, with a capital investment of Rs. 35.30 crores earlier Company has drawn expansion, modernization and value addition programme involving addition of 9408 spinning capacity and installation of other value added machines etc., with a capital cost of Rs. 34.13 crores. The implementation of addition of 9408 spindles is in progress. Continuing that programme, Company has proposed to add value added machinery like TFO combers machines etc., in order to improve quality and quantity and to reduce labour cost since these machines are less labour intensive. On account of this measures being taken by the Company, the peroformance expected to be improved and prospects of the Company are promising.

7. ENVIRONMENT AND POLLUTION CONTROL

The Company give top priority to maintenance and performance improvement of all pollution abatement facilities like effluent treatment plants, air emission control and waste disposal facilities at its manufacturing plants. As far as possible rainwater harvesting and treated effluent recycling is being carried out at manufacturing plants to reduce dependence on water from other natural resources. Training, awareness and learning have been always at the forefront of The Company''s journey to become world class in environmental performance. It has inculcated the habit to be in harmony with nature and in this context, afforestation, maintenance of green belts and gardens, and reuse of treated water in horticulture activities are routine practices. Environment impact assessment and risk analysis have been performed right from the stage of planning for implementation of all new major expansion projects to incorporate the necessary measures to minimize adverse environmental impact.

The Company has obtained environmental clearance from the Pollution Control Board concerned and is in compliance with all current environmental legislation. As an integral part of its environment protection drive, the Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution levels during operations of manufacturing facility(s).

8. DIRECTORS

Sri Surender Kumar Agarwal (DIN 00281576) and Sri Manish Gupta (DIN 00526638) were appointed as an additional Directors who are holding office till the date of ensuing Annual General Meeting . A member proposed their appointments at the ensuing Annual General Meeting.

In terms of provisions of the Section 149 of the Companies Act, 2013 Company proposes to appoint Sri Surender Kumar Agarwal, and Sri Manish Gupta as independent Directors for a term of 5 years, not liable for retirement by rotation.

Smt. Narmda Bai and Sri Rishikesh Agarwal directors resigned from their respective directorships of the Company due to their other pre-occupations the Board records its appriciation for the services rendered by them.

The necessary Resolution for obtaining the approval of Members for the appointment of Sri Jeetender Kumar Agarwal as Managing director and re-appointment of Sri Badrinarayan Agarwal have also been included in notice for the ensuing Annual General Meeting. Members approval is sought for the above appointments of Directors.

Brief resume of the Directors including independent Directors being appointed, nature of their expertise in specific functional areas and names of public companies in which they hold directorships as stipulated under clause 49 of the listing agreement with the Stock Exchange are given elsewhere in the Annual Report.

9. AUDITORS

Your Company''s Auditors M/S K.S. Rao & Co., Chartered Accountants, Hyderabad will retire at the conclusion of the Annual General Meeting. The company has received a letter from M/s. K.S. Rao & Co., informing their intention not to seek re appointment as auditors of the company. Your directors take this opportunity to express their appreciation for the support, co operation assistance and services rendered by them.

It is proposed to appoint M/s. Brahmayya & Co, Chartered Accountants, Hyderabad having firm registration no: 00513S as auditors of the company from the conclusion of the Fifth Annual General Meeting of the company until the conclusion of next Annual General Meeting. M/s. Brahmayya & Co, Chartered Accountants, Hyderabad have confirmed to the Company that if appointed, theire appointment will be in accordance with the provisions of the Companies Act, 2013.

10. AUDITORS'' REPORT

The Auditors'' Report to the Shareholders does not contain any reservation, qualification or adverse remark.

11. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, Ms. K. Aruna Prased cost Accountants (Membership No. 11816), were appointed Cost Auditors to submit the reports to the Central Government. The reports for the year 2012-13 were submitted on 27.9.2013 (Due date 27.9.2013) and for the year 2013-14 will be submitted on or before due date.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time,

The Board of Directors of the company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departures:

ii. that selected accounting policies were applied consistently and Directors 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 31st March, 2014 of the profit of the Company for year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv. The Annual Accounts have been prepared on a going concern basis.

13. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed and marked Annexure ''A and forms part of this Report.

14. DEPOSITS

The company has not invited/accepted deposits from the public.

15. PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975 and hence the prescribed information is not required to be given.

16. CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

17. APPRECIATION

The Board of Directors is pleased to place on record their appreciation of the co-operation and support extended by All India Financial Institutions, Banks and various State and Central Government Agencies.

The Board would also like to thank the Company''s shareholders, customers, suppliers for the support and the confidence which they have reposed in the management. The Board place on record its appreciation of the contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.

For and on behalf of Board of Directors

Place : Secunderabad (B.N. AGARWAL) Date: 03rd September, 2014 Chairman