Salora Intl. Management Discussions

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 INDUSTRY OUTLOOK

The consumer electronics market is in a state of constant development as smart electronic devices continue to replace traditional products in the consumer electronic market. Smartphone dominate the market by generating the highest revenues for consumer electronics, whereby the key players like Apple and Samsung also use their technology for their other electronic devices, enabling them to expand their dominance in the market. New key players threatening Apple and Samsungs market position are Chinese competitors such as Xiaomi and Huawei etc. which are showing record growth levels for Smartphone and other electronic products. The key drivers in the market which foresee future growth potential are the following:

• the expansion of 5G networks allowing massive amounts of data to be transferred in real-time, promoting concepts such as smart cities and the interconnectivity of objects; • virtual reality which is being led by Metaverse, previously known as Facebook, promising to create a parallel world; • the gaming sector, which subsequently can integrate virtual reality technologies to create a gaming experience which can enable the virtual and the real to be combined hearable & wearable category.



After witnessing significant contraction owing to the COVID-19 pandemic extent in 2021. However, the momentum was suddenly halted in Q2 by a deadlier variant of the virus, the impact of which was fortunately short lived. The subsequent recovery was supported by vaccination drives being conducted by governments worldwide, despite repeated attacks of virus mutants in several countries of the world. Towards the end of Q4 FY 2021-22, geopolitical tensions arising from a prolonged Russia-Ukraine conflict further increased downside risks to global growth by disrupting supply chains.

Prices of crude, crude derivatives and other commodity prices have since surged significantly, thereby worsening the already high inflation dynamics of both advanced as well as emerging/developing economies. The war in Ukraine has triggered a costly humanitarian crisis that demands a peaceful resolution. At the same time, economic damage from the conflict has contributed to a significant slowdown in global growth in 2022.


Right when the global economy seemed to be at the corner of witnessing green shoots of recovery after leaving the worst of the

COVID-19 pandemic behind (despite uncertainties associated with subsequent waves of infection and rising global inflationary pressures), the Russia-Ukraine crisis escalated. Consequently, prices of crude oil and gas, food grains such as wheat and corn, and several other commodities have shot up. The conflicthas also brought in severe financial sanctions and political pressure on Russia from the rest of the world, primarily the Western powers. It is obvious that these will likely have unpredictable and undesired implications on the global financial system and economy.

It is, therefore, no surprise that the war in Ukraine and its potential economic impact have forced several economic forecasters to go back to their drawing boards and revise their growth projections for this year. On the back of these factors, we expect India to grow equally strong in the next two fiscal years. This will likely be passed on from China to India in the coming years.


Consumer electronics are electronic equipment for end use by the Consumers. Consumer electronics include devices that provide one or more functionalities such as computers, laptops, mobile devices, smart wearable, television sets, refrigerators, Smartphone, home appliances, wearable and audio.

India is one of the largest consumer markets in the world as there has been a lot of attention by foreign players who have been keen to make India their base to cater to customers. One of the most notable changes in Indias Consumer Electronics sector is the rise in new age companies in the space apart from the ongoing success stories of incumbent players. The category itself has undergone a significant change with consumers moving away from specific needs and design.

With the introduction of every new gadget, Consumer Electronics has earned a special mention in Indian economy. The flourishing market of India is a buzz with demand for best-in-class gadgets, customer service, attractive designs and sturdy build quality to cater the demand for various products and services.

5G: The Catalyst to Digital Revolution in India: India is at the cusp of a digital revolution powered by increasing broadband and internet penetration, exponential data uptake, the Governments focus on digitalisation and increasing trend of technology adoption across industries. This revolution is likely to generate new growth avenues, boost industrial productivity and has the potential to transform the market conditions into favourable phase of the country.

5G could be the answer to the digital aspirations harboured by the industry and our society. However, considering the underlying infrastructural and business challenges faced by the telecom sector; a coordinated roadmap between the public and private sector can go a long way in cementing the right ecosystem required for the successful adoption of 5G in India. The Consumer Electronics industry in India will be driven by Smart Home Devices, Wearable Devices and New TV sets. So far, the Food and Grocery Sector is the largest application area for new technologies, but this will soon change, as people will start buying more electronics products. India is home to a large population of young Indians and many of them are technology know-how in nature and prefer to live with the times. This has created a strong base for tech-based businesses that touch upon the requirements of this segment especially mobile & consumer electronics segment. The concept of mobile application development for business and fun purposes has also gained popularity these days.


Salora International Limited has emerged as a diversified entity with management, distribution, marketing, retail and after-sales service. Over three decades of enriched experience in electronics helps to serve in diverse realms like Consumer Electronics, Telecom, Information Technology and Lifestyle. With our legacy of quality, trust and expertise in developing cutting edge technology products and services – we are on the edge to deliver need-of-the-hour solutions to our customers in B2B and B2C space.

Best technology is playing a key role for businesses to work closer with the customer to create better products, services and value proposition. The world is facing fresh challenges every day and with an eagerness to stay relevant, Salora continue to meet every challenge with new ideas and solutions, to support our customers as they navigate the shape-shifting world of commerce.


The Company knows and believes that the success in establishment of Salora as consumer electronics player in Indian Market achieved with the core strengths of R&D and Quality with the hard work and commitment of human resource. A happy organization is made by happy human resource and thus, the company ensures continuous development, work life balance and high morale of its employees at all times. Recognizing that people are important part of the organization, a major exercise in development and training of employees is undertaken at all levels of the Company. The industrial relations in all the units of the Company during the financial year 2021-22 were peaceful and harmonious.


A detailed note on the financial part has been recorded in the Directors Report and the highlights of the financial performance are given herein below:

Rs. in Lacs except EPS
PARTICULARS As at 31 March 2022 As at 31 March 2021
Net Worth 6753.28 4351.57
Revenue 7007.01 8777.81
Profit before tax 2772.31 (1554.76)
NetProfit 2401.71 (1143.28)
EBIDTA 3106.68 (920.47)
Gross Block 340.20 4138.69
EPS 27.30 (12.96)

Note : The Figures have been regrouped/reclassified wherever necessary


RATIO As at 31 March 2022 As at 31 March 2021 % Change
Current Ratio 1.94 1.01 0.93
Debt-equity Ratio 0.24 1.58 (0.85)
Debt service coverage Ratio 0.40 0.12 2.20
Return on equity Ratio 43.31 (23.18) 2.87
Inventory turnover Ratio 1.73 1.81 (0.04)
Trade receivables turnover Ratio 2.13 2.02 0.05


Trade payables turnover Ratio 3.87 3.87 0.00
Net capital turnover Ratio 5.54 98.83 0.94
NetprofitRatio 0.34 (0.13) 3.64
Return on capital employed 0.47 (0.10) 5.50

The Company has in place a well-defined business continuity plan which permits us to immediately respond to crisis in order to shorten recovery time and mitigate impact. As a result, despite the temporary interruptions this years earlier, the Company has earned revenue from operation of Rs. 6963.76 lacs in thecurrentfinancial . year 2021-22

Further during the Financial Year 2021-22, Company focused on new business development activities which will materialize and bring in benefits over the coming years. The Company is on the edge to grow further in the coming years.


Products & Solutions:

Currently the Company is focusing on the following categories of consumer durable products:

• TV

• Washing Machine

• Coolers

• Air Conditioners

• Audio accessories

• TWS Ear Buds

• Headphones

• Neckband Smart Watch

• Chargers

• Power Banks

• Cables

• Mobile Phones

Salora International Limited over the years has established an extensive distribution network. The Product Engineering and development is the core of our product solutions vertical and through innovative hardware products we have been able to provide solutions to our customers and retain market share.


The Companys key imperative over the medium term will be to grow the revenue streams and sustain the profitability, as we build a strategic framework and drive the businesses, leveraging macro trends and business opportunities as described elsewhere. Key success factors (and therefore risks) are predicated on the timely execution of these plans, building the internal capabilities by attracting and retaining talent and keeping pace with technological and market changes. The Board and management of the

Company are confident of proactively managing theserisks.

Salora focuses on continual expansion of its products and customer base, while systematically strengthening its quality, innovation and cost competence in order to mitigate the potential impact of some of the above threats.



Dynamic business environment of modern times throws several challenges from time to time. The Risk include:

• Growing completion both from domestic and global players

• Preference of some customers towards MNC suppliers over Indian suppliers

• High dependence on imported raw material

• Volatility in raw material prices and fluctuations in foreign exchange

• Rising cost of utilities

• Cyclic demand changes in some market


• Rise in working age population

• Growing number of High Net worth individuals and women

• Awareness about Smart TV

• Rapid urbanization growth of consumer electronics and home appliances industry

• Easy availability of credit by digital resources

• Growing number of dual income families (husband and wife earning) focus on luxury / semi-luxury products

• Development of communication channel and rise of information, Communication and Technology Industry, a rise in media across the world. Social media too playing vital role in shaping the position of product

• Continuous R & D and Innovation, development of different products and services

• Upcoming products in Indian market reiterate the emphasis of product innovation and development to lead the way in future.


• Increased competition and product option with multi-national players entering the market, especially as the industry flourishes and may lead to pricing pressure

• The Consumer Electronics industry is dependent on multiple market factors especially the change in technology in India and which may impact demand

• Industry volatilities and rising prices remain a threat


The Companys internal control system is commensurate with its size, scale and complexities of operations. Adequate internal controls ensure transactions are authorized, recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. An extensive program of internal audits and management reviews supplements the process of internal financial control framework. The internal auditors perform an independent identified areas of internal financial controlreporting. The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen reliable financial reporting.


Certain statements made in this report, are forward looking statements and actual results may differ from such expectations or projections about the future, as several factors would make significant conditions affecting demand and supply, governments regulations, level of competitions prevailing at the relevant time, etc. The Company assumes no responsibility publicly to amend, modify or revise any such statements on the basis of subsequent developments, information or events.

Independent Auditors Report

To the Members of Salora International Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of Salora International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Emphasis of Matters

We draw attention to the following matters

Emphasis of Matters

We draw attention to the following matters in the notes to the statements: -

1) Note no 49 which explains that, the companys decision to dispose of the Noida land, it was also decided to review all the business operations being carried out keeping in view future potential, technological obsolesce, profitability and infrastructure required. Basis this, the company has decided to stop the manufacturing operations at Noida and exit certain categories of products and dispose of such items at current market prices. The company recorded a net gain of Rs.4400.41 lakhs and

Rs.3982.41 lakhs for the quarter and year ended respectively on account of exceptional items which resulted in a significant increase in overall gain for the year. The exceptional items recorded during the quarter/year include the following:

a) The company has paid Rs. 418.00 lakhs towards lease rent to Noida Authority in September 2021 to facilitate completion of sale transaction of Noida land which has been factored in the value of the property. The said land has been disposed off during the quarter for a consideration of Rs.6271.66 lakhs (net of expenses) against the carrying value of Rs 225.01 lakhs as on 31.03.2022 and net gain of Rs 6046.65 lakhs on account of profit on sale of land.

b) Due to micro and macro-economic factors such as passage of time, deterioration of goods including global outbreak of Covid 19 pandemic, recessionary economy etc, the company is in the process of restructuring its business. Consequently, the company has written down inventories by Rs.787.52 lakhs based on the estimated net realizable value less cost to sell, disposed of Property, Plant and Equipment having carrying value of Rs 375.02 lakhs against which estimated realizable value of Rs 130.00 lakhs presented as Assets held for Sale and thereby loss on discard of assets Rs 245.02 lakhs. The company has also additionally provided allowance for doubtful receivables by Rs.613.70 lakhs which is due from a customer which in the view of the management is doubtful and considering the materiality of the amount it is treated as an exceptional item. However, the company is making necessary efforts for recovery of the same.

2) Note no 50 which state that, the company filed a SLP on merits with the Honorable Supreme Court which is pending for disposal. However, on 16.12.2021, the Company filed a writ petition in High Court of Delhi to direct the department to condone the delay due to Covid-19 and accept payment Rs.1210.99 lakhs as approved in the SVLDR scheme against which pre deposit Rs 600 lakhs for settlement of the disputed Excise matters of Rs.2435.21 lakhs and penalty thereon Rs. 2435.21 lakhs demanded by Excise authorities related to financial year 1993-94 to 2003-04. The High Court has issued which is pending for disposal. The Contingent Liability against this matter Rs 4870.42 lakhs against this matter shall stand as it is, till either the High Court or the Supreme Court decides on this matter.

3) Note no 51 which state that, Contingent liabilities of Rs.1212.25 lakhs (excluding Rs.4870.42 Lakhs as referred in above (2) of EOM) related to Sales tax, Excise duty, Service tax and Income tax etc. against which amount deposited Rs 206.67 Lakhs which are contested by the company and pending before various forums. However, management believes that based on legal advice, the outcome of these contingencies will be favorable and that outflow of economic resources is not probable.

4) Note no 52 which state that, the Company has material statutory dues recoverable of Sales tax of Rs 364.32 lakhs and Income tax Rs. 131.30 lakhs which has been considered good.

5) Note no 53 which states that Deferred tax assets Rs.1818.25 lakhs as at 31st March 2022 is expected to be realized as the company has reduced the borrowing / debts significantly during the year, thereby resulting in significant cost for the year and subsequent periods / years, also reduction in other costs and considering business growth plan. The company was able to set off deferred tax on business losses during the year Rs.304.55 lakhs, deferred tax on exceptional items Rs.414.32 lakhs and further bringdown deferred tax assets (net) as at 31.03.2022 by Rs.366.68 lakhs in relation to previous year.

Our conclusion is not modified in respect of these matters stated . above

Key Audit Matter

Key audit matter is those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion there is no any such matter to be reported by us.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, Management Discussion and Analysis, Business

Responsibility Report and Report on Corporate Governance but does not include the financial statements and our auditors report thereon. The above-referred information is expected to be made available to us after the date of this audit report.

Our opinion on the financialstatements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financialstatements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether theotherinformationismateriallyinconsistentwiththefinancialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation andfairviewofthefinancial total comprehensive ofthese income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonablefinancialstatements as a whole are free from material assurance about whether the misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financialstatements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2 As required by Section 143(3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls with reference to financialstatements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B." Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial with reference to financial statements.

g. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Sec 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note no. 42 to the financial statements.

II. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses, and III. There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company. IV. (a) The Management has represented that, to the best of its knowledge and belief (as disclosed in Note

56(h) to the Financial Statements), no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the

Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, (as disclosed in Note 56(h)to the Financial Statements), no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

V. The Company has not declared any dividend during the year.

For R Gopal & Associates

Chartered Accountants Firm Registration No.: 000846C

S.K. Agarwal
Place: New Delhi Membership No.: 093209
Date-: 30.05.2022 UDIN: 22093209AKIJTH3616