Sheshadri Industries Ltd Directors Report

To,

The Members

SHESHADRI INDUSTRIES LIMITED

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 Profit before 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 Expenses	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 turnover was 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 up 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 POSITION 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 COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or^- tribunals impacting the going concern status and companys 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 Responsibility were not applicable to the Company for the FY 2022-23 as the Companys 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 applicable We to the Company for the FY 2023-24 as the Companys 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 specially 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) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements 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 pretended in a separate section forming part of the Annual Report as 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 Companys 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 only w.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 Companys 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 enclosed with this Directors 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 BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and as per the Listing Regulations, the performance evaluation of 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 Companys 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 of its 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 Boards 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 Disclosure Requirements) Regulations, 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 declaration(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.

Independent 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 Companys manufacturing, marketing, finance and other important aspects to enable the Independent Directors to concerts and its business in depth and contribute significantly to the Company. The details of such program as a available can the Companys 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 Companys Board of Directors comprises of 4 (four) Directors. Of these, i (One) is Promoter Directors and 3 (three) are Indepentent Directors. The Chairman is an Executive Director.

The Board of 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 cumberers Board meetings and Directors attendance is as follows:

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

b) Disclosure of relationships between directors inter-se:

There is no inter-se relationship between Board Members.

2. AUDIT Committee

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:

Date of the Meeting	No. of members present at the meeting
25.05.2023	3
08.08.2023	3
09.11.2023	3
14.02.2024	3

*Sri Manish Gupta tendered his resignation, effective from 12th August, 2024. Following this, 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 by the 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:

Date of the Meeting	No. of members present at the meeting
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:

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

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

i No. of 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 appointed 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:

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

a. evaluate the performance of the Chairperson of the company, taking into account 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 companys 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 appointed as Statutory Auditors in the AGM held on 29^th September 2017 for a period of 5 years until 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 Auditors Remark

Following 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 subsequent 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 Companies (Accounts) Rules, 2014. The Board of Directors of the Company has appointed M/s. LANS & Co., Chartered Accountant as Internal Auditors 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 standards 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 and or 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 other irregularities;

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

(e) Adequate internal 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 arms length basis and were in the ordinary 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 Companys 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 Companys 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 information.

The Company has in place adequate internal financial controls with reference to financial statements. The Companys 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 Companys 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 employments of the Company, will be provided upon request. In terms of Sectional 36 of the Act, the Report and Accounts of being sent to the members and others entitled thereto, excluding the information on employees particulars which is 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 thereof, 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, Prohibition and Redressal) Act, 2013. Internal Compliant Committee has been set to redress complaints received regarding sexual harassment 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 has 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 Companies 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 Companys 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 provision 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 Companys 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 risk in 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 Company 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 Financial YEAR.

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

31 . GENERAL

Your Directors 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 year 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 employees stock options scheme pursuant to provisions of Section

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

c. The Company 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 Year.

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 Companys 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.

ANNEXURE-1

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENIDED 31^st MARCH, 2024 (Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014

SECRETARIAL AUDIT REPORT

FORT HE FINANCIAL YEAR ENDED 31^st MARCH, 2024 To,

The Mem bers,

Sheshadri Industries Limited

CIN: L1729ITG2009P LC064849 6^th Floor, Surya Towers 105,

Sardar Patel Road Secunderabad Telangana 500003

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sheshadri Industries Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained toy ("the Company") for the financial year ended on 31^st March, 2024, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Ach):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take owners) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009: Not Applicable;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not Applicable;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 12008: Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client: Not Applicable;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: Not Applicable;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: Not Applicable;

(i) The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015.

I have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Ideating

(b) The Listing Agreements entered into by the Company with BSE India Limited.

During the period under review the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that, having regard to the compliance system prevailing in the Company

and on examination of the relevant documents and records in pursuance thereof, on test-check basis.

The management Cas identified and confirmed the following laws as being specifically applicable and based can representation of the Management the said law are duly complied:

a) Textiles (Development and Regulation) Order, 2001; and

b) Han k Yarn Sacking Notification issued under Essential Commodities Act, 1955.

I further report that

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors and in co imposition of Committees during the review period.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were , in most: cases, sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through requisite majority. There were no dissenting views from the Board m embers during the period under review

2. In review, there were no delays in intimation of information/report/certificate to Stock Exchange.

3. The auditor of the Company has given qualified report under following points:

• The company has not made any interest provision on outstanding unpaid statutory dues.

• The company has not made any interest provision for Loans and advances from Directors and Related parties.

• The company has not made any provision for long term Employee benefits i.e, Gratuity and Leave encashment

. • The Company has not provided required information with regards to Debtors, Creditors, Loans, Advances and

other current assets, we could not ascertain the amount of payable or receivable.

4. Information given by the Management that, company has defaulted in payments of undisputed statutory dues

at March 31, 2024 which includes Provident Fund, Employees ‘State Insurance, Income-Tax, Sales-tax, and Value added tax.

5. We further report that based on our limited review of the compliance mechanism established by the Company, there appear adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

6. There was no instance of Demerger/Restructuring/ Scheme of Arrangement.

7. The Company has not altered its Memorandum and Article of Association

8. We further report that, our^- Audit was subjected only to verifying adequacy of systems and procedures that are in place for ensuring proper compliances on the part of the Company.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

ANNEXURE-A TO SECRETARIAL AUDIT REPORT

To,

The Members,

SHESHADRI INDUSTRIES LIMITED

CIN: LI729ITG2009PLC064849

6th Floor, Surya Towers 105, Sardar Patel Road

Secunderabad Telangana 500003

Our report of even date is ten be ready along with this supplementary testimony:

1. Maintenance of Secretarial record is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on out audit.

2. We have followed the audit practices and processes that were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. Whenever required, we have obtained Management representation about the compliance of laws, rules and regulations and happenings of events etc. We have also verified the applicable provisions of IEPF which is compiled toy the Company.

5. The Compliance of the provisions of Corporate and other applicable laws, rules and regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management conducted the affairs of the Company.

ANNEXURE - II

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under

the Companies (Accounts) Rules, 2014

A. CONSERVATION OF ENERGY

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization arid maximum possible savings of energy is achieved.

2. No specific; investment has been made on reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

The Company is continuously making efforts for adaptation of latest technology at its unit to improve the performance, quality and cost effectiveness of its products, upgrading its plant and Machinery. The Company focuses to pioneer the launch of new products that have been successful in the market to adapt at its unit.

The Company has been continuously improving the quality of its existing products and also to reduce the cost erf production and optimum energy utilization.

The Company has not imported any technology from the beginning of this financial year 2023-24 Therefore, no such disclosure on details of technology imported, year of import and absorption of technology are applicable.

During the year the company has not made any expenditure on research & development.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO : NIL

ANNEXURE - III FORM NO. AOC-2

(Pursuant to clause (h) of sub-clause (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rulis, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (I) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

Name of the related party and nature	Nature of contract/ Arrangement/ transactions	Duration of the contract/ arrangement/ transaction	Salient terms of the contract or arrangement or transaction including the value, if any	Justification for entering into such contract or arrangement or transaction	Date(s) of approval by the Board	Amount paid as advance, if any	Date on which the special resolution was passed
NIL

2. Details of contracts or arrangements or transactions at arms length basis:

Name(s) of the related party and nature of relationship	Nature of contract/ arrangement/ transactions	Duration of the Transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any	/Amount (in Lakhs)
Ishayu Garments (Partnership firm in which relative of KMP has significant control)	Old Machinery sale	Ongoing	As per the terms and conditions of the contract		17.73
	Rent Income	Ongoing	As per the agreement	--	7.75
Devshree International Private LimiteN (Company in which relative of KMP has significant control)	Advance against sale of land	Ongoing	As per the agreement	14/02/2024	500.00
	Electricity charges paid by DIPL	Ongoing	As per the terms and conditions of the contract		526.48
	Rental Deposit Received	Ongoing	As per the agreement	--	150.00
	Rental income	Ongoing	As per the agreement	--	1 1.48
Ishayu Gacments Pvt: Ltd (Company in which relative of KMP has significant control)	Rental Income	Ongoing	As per the agreement		0.75
	Old Machinery sale	Ongoing	As per the terms and conditions of the contract		1.16
Suryavaeshi Spinning Mills Limited (Company in which relative of KMP has significant control)	Purchase of Used Machinery	Ongoing	CPs per the terms and conditions of the contract		0.48

ANNEXURE - IV

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (I0)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To,

The Mem bers of Sheshadri Industries Limited

CIN: L17291TG2009PLC064849 6th Floor, Surya Towers 105,

Sardar PatelRoad Secunderabad Telangana 500003

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Sheshadri Industries Limired having CIN L1729ITG2009PLC064849 and having registered office at 6th Floor, Surya Towers 105, Sardar^- Patel Road, Secunderabad, Telangana, India, 500003 (hereinafter referred to as ‘the Company), produced before us try the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Prra-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Yhar ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of Director	DIN	Date of appointment in Company
1. JEET0NDER KUMAR AGARWAL	00041946	26/03/2013
2. MANISH GUPTA	00526638	06/01/2014
3. SUSHMA GUPTA	07147330	31/03/2015
4. UTTAMGUPTA	08883411	28/09/2020

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility ol the management of the Company. Our responsibility is to express an opinion on these based can our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management: has conducted the affairs of the Company.