Cella Space Ltd Directors Report

To

The Members,

Cella Space Limited,

Your Directors have pleasure in presenting 35 th Boards Report of your Company together with the Audited Financial Statements and the Auditors Report for the Financial Year ended 31 st March, 2026.

FINANCIAL RESULTS:

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

(Rs.in Lakhs)

Particulars	31 st March 2026	31 st March 2025
GROSS REVENUE FROM	746.33	246.19
OPERATIONS
NET REVENUE FROM	1,086.10	550.63
OPERATIONS & OTHER INCOME
PROFIT BEFORE INTEREST &	631.56	287.63
DEPRECIATION
INTEREST	91.44	157.29
DEPRECIATION	-	57.66
PROFIT BEFORE EXCEPTIONAL ITEM	5,40.12	72.88
EXCEPTIONAL ITEM	-	5,308.27
PROFIT BEFORE TAX	5,40.12	5,381.15
CURRENT TAX	72.23	240.89
DEFERRED TAX	-	-
PROFIT / (LOSS) AFTER TAX	467.89	5,140.26
PROFIT/ (LOSS) OF EARLIER YEARS	-	-
OTHER COMPREHENSIVE	5.17	2.19
INCOME
PROFIT / (LOSS)	473.06	5,142.45

STATE OF AFFAIRS OF THE COMPANYS AFFAIRS/CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company earned a Net Profit of Rs. 473.06 lakhs (including exceptional income) against a Net profit of Rs.5,142.45 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:

While the Company has reported a profit for the financial year, the Board considers it prudent to retain the earnings to meet future business requirements, strengthen the Companys financial position, and support long-term value creation. Accordingly, no dividend has been recommended for the financial year.

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-I.

ANNUAL RETURN:

The Annual Return in the prescribed form MGT-7 for the financial year 2025-26 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed at www.sreekailas.com.

SHARE CAPITAL:

The Authorised equity share capital of the Company is Rs.38,00,00,000/- divided into 3,80,00,000/-equity shares having face value of Rs.10/-. The issued, subscribed and paid-up equity capital of the Company is Rs.20,15,12,170/- divided into 2,01,51,217 equity shares having face value of Rs.10/- each.

The Authorised Preference share capital of the Company is Rs.12,00,00,000/- divided into 1,20,00,000/- Preference shares having face value of Rs.10/-. The paid-up preference capital of the Company is Rs.10,00,00,000/- divided into 1,00,00,000 Preference shares having face value of Rs.10/- each.

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, 2026.

The Board of Directors has approved, subject to the approval of the shareholders and such other statutory, regulatory and judicial approvals as may be required, the proposed reduction of the Companys Preference Share Capital in accordance with the provisions of Section 66 and other applicable provisions of the Companies Act, 2013, read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016.

Accordingly, approval of the shareholders is being sought at the ensuing Annual General Meeting by way of a Special Resolution for the proposed reduction of Preference Share Capital, which, inter alia, provides for the following:

a. Reduction of 79,51,200 6% Non-Convertible Redeemable Preference Shares of Rs. 10 each; and

b. Reduction of 48,800 11.25% Non-Convertible Redeemable Preference Shares of Rs. 10 each

The proposed reduction shall be subject to the approval of the shareholders and the sanction of the Honble National Company Law Tribunal, along with such other approvals, consents and permissions as may be required under applicable laws.

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

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ended March 31, 2026, and the date of this Report:

During the financial year, the Company acquired 100% of the equity share capital of Vijay Logistics Park Private Limited (VLPPL) on February 17, 2026, pursuant to which VLPPL became a wholly owned subsidiary of the Company.

Subsequent to the close of the financial year, the Company divested its entire equity shareholding in VLPPL to Aura Space Industrial Warehousing Private Limited. The transaction was completed on May 14, 2026, and accordingly, VLPPL ceased to be a wholly owned subsidiary of the Company with effect from the said date.

The aforesaid acquisition and subsequent divestment were disclosed by the Company to BSE Limited in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Director of Company as on 31 March 2026, comprises of

Sl No	Name	DIN	Designation
1	Narayanaswamy Subramanian	03602858	Independent Director
2	Rajkumar Sivathanu Pillai	01790870	Managing Director
3	Subramoniam Sivathanu Pillai	01790968	Director
4	Kamalam Sivathanu Pillai	01791001	Director
5	Visakh Rajkumar	07079475	Director
6	Rajee Rajkumar	00363280	Director
7	Kul Bhushan Jain	07984364	Independent Director
8	Venkatasamy Manoharan	03271999	Independent Director
9	Akhilesh Agarwal	00918838	Director

Change in Directorate

The following changes occurred in the composition of the Board of the Company during the financial year ended March 31, 2026 is as follows

a) Reappointments/Change in composition

? Mr. Visakh Rajkumar was reappointed in the previous Annual General Meeting who retired by rotation as per provisions of Sec.152 of Companies Act, 2013;

? Mr. Vignesh Rajkumar was appointed as Additional Director in Non-Executive Non-Independent Category (with effect from 23.07.2026)

? Ms. Kolluru Bala Naga Manimala was appointed as Additional Director in Independent Category (with effect from 23.07.2026)

? Mr. Benny John was appointed as Additional Director in Independent Category (with effect from 23.07.2026)

b) Recommendations in the upcoming Annual General Meeting

? Reappointment of Mr. Subramoniam Sivathanu Pillai (DIN: 01790968) who retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment

? Ms. Kolluru Bala Naga Manimala to be appointed as Director in Independent Category

? Mr. Benny John to be appointed as Director in Independent Category

? Mr. Vignesh Rajkumar to be appointed as Director in Non-Executive Non-Independent Category

c) Change in Key Managerial Personnel (KMPs)

The following persons constitute KMPs of the Company: -

? Mr. Rajkumar Sivathanu Pillai, Managing Director

? Mr. V N Sridharan, Chief Financial Officer

? Mr. Vinod Kumar M, Company Secretary (up to 08.08.2025)

? Ms. Shreya Ramkrishnan, Company Secretary (from 07.11.2025 upto 13.03.2026)

? Mr. Adith. K. L, Company Secretary (With effect from 26.05.2026)

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:

Meeting	No. of Meetings during the Financial Year 2025-26	Date of the Meeting
Board	5	22.04.2025
		08.08.2025
		07.11.2025
		23.01.2026
		13.03.2026
Audit Committee	5	22.04.2025
		08.08.2025
		07.11.2025
		23.01.2026
		13.03.2026
Nomination & Remuneration Committee	3	07.11.2025 23.01.2026
		13.03.2026
Share Transfer Committee	-	-
Stakeholders Relationship Committee	1	23.01.2026

The interval between two Board Meetings and committee meetings are well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosures 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 2026, 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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company acquired M/s Vijay Logistics Parks Private Limited (VLPPL) as its Wholly owned Subsidiary on 17 th February 2026 by acquiring 10,000 equity Shares of Rs 10/-. VLPPL is engaged in the business of buying and selling of land and development of industrial parks. The statement containing salient features of Subsidiary is attached as Annexure-V

Material event after the financial year but before the date of the Report:

The Company Subsequently sold the Vijay Logistics Parks Private Limited, its wholly owned subsidiary as to Aura Space Industrial Warehousing Private Limited on 14 th May,2026.

The Company incorporated five wholly owned subsidiaries, each with a paid-up share capital of Rs. 1,00,000 (Rupees One Lakh only) comprising 10,000 equity shares of Rs. 10 each. The Companies was incorporated with objective of pursuing opportunities in the real estate sector, including acquisition, holding, development, sale and other related activities concerning land and real estate projects, as and when such opportunities arise.

SI No	Name of the Company	Incorporation Date
1	Landlink Warehousing Private Limited	9th April 2026
2	Store Max Logistics Parks Private Limited	7th April 2026
3	SafeHold Warehousing Private Limited	9th April 2026
4	Victara Industrial Parks Private Limited	9th April 2026
5	Summitra Industrial Ventures Private Limited	7th April 2026

DEPOSITS:

During the financial year 2025-26, 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:

Sl Nature and details of the No action(s) taken or order(s) passed	Date of receipt of direction or order	Action taken by Company
1 Fine of Rs. 11,800/- (inclusive of GST) was levied on the Company by BSE for Non-submission of the voting results within period provided under Regulation 44(3) of LODR 2015.	14.10.2025	The voting result was filed by Company in pdf format and not in XBRL. Company subsequently filed result in XBRL. The fine levied by BSE was also paid.
2 Fine of Rs 1,85,60,647/- (inclusive of GST) was levied on the Company by BSE for erroneously failing to attach the limited review report along with the audited accounts for FY 2016-17.	14-11-2025	The Company represented the matter before BSE for full waiver; but BSE given a waiver of Rs 1,68,91,700/- (including GST) and levied a penalty of Rs 16,68,947/-(including GST).
The fine was levied @ 0.1% of the paid-up Share Capital plus 5000/- per day from 24/06/2017 to 17/11/2025.
		The Company deposited Rs 16,68,947/- and had represented the matter before BSE once again for waiver of 100% of the penalty levied. The
		Company is yet to receive any reply from BSE.
Fine of Rs 49,560/- (inclusive of GST) was levied on the Company by BSE for non-compliance with the requirement of the constitution of stakeholder relationship committee.	27-02-2026	The said fine was paid by the Company and Stakeholder Relationship Committee was reconstituted subsequently by Company.

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.

Adequate workshops and awareness on the POSH Act and policy are also created by implementing learning modules for the employees.

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

The Committee met once during the financial year 2025-26. The Company is committed to provide a safe and conducive work environment to its employees. Your Directors state that during the financial year 202526, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year -	o
(b) number of complaints disposed-off during the year -	o
(c) number of cases pending for more than ninety days -	o
Internal Complaint Committee Members:

1.	Rajee Rajkumar	: Presiding Officer;
2.	Parvathy P	: Employee member;
3.	Visakh Rajkumar	: Director;
4.	Betsi Rani T B	: External Member.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company has been providing conducive and congenial work environment to their employees and strive to make it better during the upcoming years in compliance with the provisions of the Maternity Benefit Act, 1961.

REPORTING OF FRAUD BY AUDITORS:

The statutory auditors and Secretarial 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 Independent Directors have registered themselves with the Independent Directors 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 to hold office for a period of 5 years from conclusion 31 st AGM held on September 20, 2022 till the conclusion of 36 th AGM to be held in the calendar year 2027. The Audit Report submitted by KPR & Company is attached in this Annual Report

SECRETARIAL AUDITORS:

Mrs. N Srividhya (Certificate of Practice No.14058), Practicing Company Secretary, was appointed as the Secretarial Auditor to hold office for a period of five years from financial year 2025-26 till financial year 202930. The secretarial audit report submitted by Mrs N Srividhya is attached in this Annual Report as Annexure- III.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 23.01.2026, 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:

a. Ratio of remuneration of each director:

(Rs. in lakhs)

S. No.	Name	Designation	Remuneration paid. FY 2025-26	Remuneration paid. FY 2024-25	Increase /Decrease in remuneration from previous year	Ratio / times per median of employee remuneration
1	S Rajkumar	Managing Director	12.00	12.00	-	3:1
2	Visakh Rajkumar	Director	0.75	7.50	(7.50)	-
3	Akhilesh Agarwal	Director	0.50	.95	-	-
4	N Subramanian	Independent Director	1.20	1.25	-	-
5	Subramoniam S	Director	0.15	.15	-	-
6	Kamalam S	Director	0.15	.15	-	-
7	Rajee Rajkumar	Director	0.65	.95	-	-
8	Kul Bhushan Jain	Independent Director	1.15	1.20	-	-
9	Venkatasamy Manoharan	Independent Director	1.05	1.00	-	-
10	V N Sridharan	Chief Financial Officer	2.32	9.44	-	0.77:1
11	Vinod Kumar M *	Company Secretary	4.80	4.71		1.2:1
12	Shreya Ramkrishnan**	Company Secretary	3.01	-	-	0.75:1

* Resigned w.e.f. 08.08.2025; ** Appointed w.e.f. 07.11

.2025 to 13.03.2026

Remuneration paid to Directors other than S Rajkumar are in the nature of Sitting fees.

b. There is no percentage increase in the median remuneration of employees in the financial year.

c. The number of permanent employees on the rolls of Company are 10

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 COMMITTEE:

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 Committee 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 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 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31 st March 2026 is as follows:

• Kul Bhushan Jain - Chairman

• N Subramanian - Member

• V Manoharan - Member

The Company Secretary acts as the Secretary of the Committee BOARD OF DIRECTORSS EXPLANATION OR COMMENTS:

(Details of Boards 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-II of the Boards Report.

PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS BY THE COMPANY:

Advances given by the Company is shown as note no.9 of the financial statements. Investments made by the Company is disclosed as note no.6A 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 Companys 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-IV to the Boards 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.

LISTING FEES:

The Companys securities are traded on BSE Ltd and the Company confirms that it has paid the annual listing fees for the year 2025-26.

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 September 19, 2026 to September 25, 2026 (both days inclusive).

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

A. CONSERVATION OF ENERGY

The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualization of Data Centre.

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 or shares falling due and 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.1,000 crore 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 2025-26, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.sreekailas.com

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of Keralam and Tamil Nadu 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
Vice Chairman & Managing Director	Director
DIN: 01790870	DIN: 07079475
PLACE :CHENNAI
DATE : 28.08.2026