Stanley Lifestyles Ltd Directors Report

Dear Members of STANLEY LIFESTYLES LIMITED,

Your directors take pleasure in presenting the 17^th Annual Report of Stanley Lifestyles Limited ("The Company") together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Highlights

The financial statements of the Company for the year ended March 31, 2024, have been prepared in accordance with Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI.

(Rs. in million)

	Standalone		Consolidated
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from operation	2,313	2,282	4,325	4,190
Other income	196	155	113	66
Total Revenue	2,509	2,437	4,438	4,256
Expenses
Raw Materials and components consumed	1,446	1,455	1,743	2,043
Purchase of stock-in- trade	0	11	360	108
Changes in inventories of finished goods and work-in-progress & Stock-in-trade	19	31	(110)	(108)
Employee benefits expense	257	212	572	495
Finance costs	61	57	191	147
Depreciation and amortization expenses	108	99	381	282
Other expenses	398	445	911	825
Total Expenses	2,289	2,310	4,048	3,792
Profit Before Tax	220	127	390	464
Tax Expenses:
Current Tax	54	47	120	144
MAT Credit Entitlement	-	-	-	-
Deferred Tax Charge	6	(5)	(21)	(26)
Current Tax expense of earlier years	3	(3)	0	(4)
Tax Expenses	63	39	99	114
Share of (Loss) from Associate	-	-	-	-
Share of profit/loss attributable to	-	-	-	-
Minority Interest
Profit after Tax	157	88	291	350
Profit for the year	157	88	291	350

2. State of affairs of the Company

During the year under review, your Company continued to grow with revenue of H 2,509 million as against H 2,437 million in the previous year- a growth of 2.87%. Profit for the year 2023-2024 was H 157 million as against H 88 million in the previous year- a growth of 44%.

As per the consolidated financial statements, the revenue and profit for the year 2023-2024 were H 4,438 million and

291 million respectively as against H 4,256 million and H 350 million in the previous year - a growth of 4.10% in revenue and a decrease of 16.86% in profit.

The Companys product line is diverse to meet the needs of its customers. The Companys extensive product line comprises Fixed Furniture, Loose Furniture, Kitchen & Cabinetry Division and other Accessories such as shoes, bags, perfumes, etc. The Company has been continuously driving product innovation ensuring a steady supply of safe products to its consumers. The Company has a wide range of product baskets that span across every price point catering to requirements of premium to mass segment consumers. Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/dealers and retailers.

3. Share Capital

During the year, pursuant to a resolution passed by our Board on June 16, 2023 and a resolution passed by the Shareholders on June 19, 2023, each equity share of face value of H10 each has been split into 5 Equity Shares of face value of H2 each. Accordingly, the issued, subscribed and paid-up capital of our Company was sub-divided from 7,371,024 equity shares of face value of H10 each to

36,855,120 equity shares of face value of H2 each.

The Authorized Share Capital of the Company: H

15,00,00,000/- (Rupees Fifteen Crores) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two only)

The Issued, Subscribed and Paid up Capital of the Company:

The Issued, Subscribed and Paid-up Capital of the Company is H 10,31,94,336 /- (Rupees Ten Crores Thirty-One Lakhs Ninety-Four Thousand Three Hundred and Thirty-Six only) divided into 5,15,97,168 (Five Crores Fifteen Lakhs Ninety-Seven Thousand One Hundred and Sixty-Eight) Equity Shares of H 2/- (Rupees Two only) each as on 31st March, 2024.

The Company has become listed w.e.f. 28th June 2024, consequent to the Initial Public Offer (IPO). The Company is listed with the BSE Limited and National Stock Exchange Limited.

Accordingly, post listing, the Issued, Subscribed and Paid-up Capital of the Company is H 11,40,34,444/- (Rupees

Eleven Crores Forty Lakhs Thirty-Four Thousand Four Hundred and Forty-Four only) divided into 5,70,17,222 (Five Crores Seventy Lakhs Seventeen Thousand Two Hundred and Twenty-Two) Equity Shares of H 2/- (Rupees Two only) each.

4. Listing of Shares

The equity shares of the Company were listed on National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE) on 28th June 2024. The listing fees for the financial years 2024-25 are paid to both the Stock Exchanges.

5. Dividend Distribution Policy

The Dividend Distribution Policy of the Company sets out the parameters and circumstances that the Board considers in determining the distribution of dividend in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015).

6. Dividend

The Board of Directors of your Company has not recommended any dividend for the financial year under review.

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, setting out the parameters for the declaration and distribution of dividend. The Policy is available on the website of the Company at: www.stanleylifestyles.com

7. Transfer to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the DEMAT account of the IEPF Authority. During the year under review, there was no unpaid or unclaimed amount required to be transferred to IEPF account.

8. Credit Rating

During the year under review, Investment Information and Credit Rating Agency (ICRA), vide their report dated October 17, 2023, have assigned your Company, Long-Term: Fund based facilities. Rating of A (Stable), Short Term: Non-Fund based Rating of A1 and Long-term/ Short-term: Unallocated-Rating of A1 respectively.

9. Amount transferred to Reserves.

The Board does not propose to transfer any amount to Reserve.

10. Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Companies Act, 2013 (‘the Act), Listing Regulations, 2015 and in accordance with the Indian Accounting Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Independent Auditors Report thereon forms part of this Annual Report.

Pursuant to the provisions of section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries for the financial year ended on 31 March 2024 in Form AOC-1 forms part of this Annual Report and marked as ANNEXURE-B, in this report.

11. Employee Stock Option Plan (ESOP)

The Company in its Board Meeting and Extra-Ordinary General Meeting held on 31st August, 2023 amended the

EMPLOYEES STOCK OPTION PLAN 2022, details of which are mentioned below:

a) Increased the ESOP pool of Stanley Lifestyles Employee Stock Option Plan 2022 (ESOP Plan 2022) by 8,77,503 options from existing 10,53,003 options to 19,30,506 options.

(a) Total number of stock options granted during FY 2022-2023: Bucket A – 36,662 and Bucket B - 4,803

(b) Total number of stock options Vested: NIL

(c) Total number of stock options Exercised: NIL

(d) Total number of shares arising as a result of exercise of option: NIL

(e) Total number of stock Options Lapsed: As on 31st March 2024, it is NIL

(f) Exercise Price: Bucket A- H 850/- Per Option and Bucket B – H 10/- Per Option

(g) Variation of terms of options: Variation in prices for different Buckets as mentioned in the above point.

(h) Money realized by exercise of options: NA

(i) Total number of options in force as on 31st March 2024: 1,50,429 Options

(j) Employee wise details of options granted to:

i. Directors: Nil

ii. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year: Nil

iii. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil

b) Share Registrar & Transfer Agent: KFin Technologies Limited is the Registrar and Transfer Agent of the Company.

Further, following corporate actions have been undertaken in the Company during the Financial Year:

1. The Company has subdivided 75,00,000 (Seventy-Five Lakhs) Equity Shares in the Authorized Share Capital of the Company having a face value of H 10/- (Rupees Ten only) each into 3,75,00,000 (Three Crores and Seventy-Five Lakhs) Equity Shares having a face value of H 2/- (Rupees Two only) each with the approval

of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

2. The Company has increased the Authorized Share Capital from the existing H 7,50,00,000 (Rupees Seven Crores and Fifty Lakhs Only) divided into 3,75,00,000 (Three Crores and Seventy-Five Lakhs) Equity Shares having a face value of H 2/- (Rupees Two Only) each to H 15,00,00,000/- (Rupees Fifteen Crores) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two Only) each with the approval of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

3. The Company has issued and allotted 1,47,42,048 (One Crore Forty-Seven Lakhs Forty-Two Thousand and Forty-Eight only) fully paid-up bonus Equity Shares of H 2/- (Rupees Two Only) each of the Company in Shares in the proportion of 2 new Equity Shares of H 2/- (Rupees Two Only) each for every 5 existing fully paid-up Equity Shares of H 2/- (Rupees Two Only) each, by capitalizing an amount of H 2,94,84,096/- standing to the credit of the free reserve account at the Board Meeting held on June 16, 2023 based on the approval of the Shareholders at the Extra Ordinary General Meeting held on June 19, 2023.

The Capital Structure of the Company after the above-mentioned Corporate Actions is as follows:

The Authorized Share Capital of the Company:

H 15,00,00,000/- (Rupees Fifteen Crores) divided into

7,50,00,000 (Seven Crores and Fifty Lakhs) Equity Shares of H 2/- (Rupees Two only).

The Issued, Subscribed and Paid up Capital of the Company:

TheIssued,SubscribedandPaidupCapitaloftheCompany is H 10,31,94,336/- (Rupees Ten Crores Thirty-One Lakhs Ninety-Four Thousand Three Hundred and Thirty-Six only) divided into 5,15,97,168 (Five Crores Fifteen Lakhs Ninety-Seven Thousand One Hundred and Sixty-Eight) Equity Shares of H 2/- (Rupees Two only) each.

12. Share Registrar & Transfer Agent

KFin Technologies Limited is the Registrar and Transfer Agent of the Company.

13. Annual Return

Pursuant to Section 134 and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company.

The web–link is: www.stanleylifestyles.com

14. Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not given any loan or guarantee in terms of the provisions of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The details of investments made in terms of section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are detailed in the financial statements.

15. Change in Nature of Business If any

There was no change in the nature of business of the Company during the financial year 2023-24.

16. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There have been no material changes or commitments affecting the financial position of the company between the end of the financial year, to which the financial statements relate, and the date of this Report, other than the companys listing on BSE and NSE. The company believes that by post-listing, it will experience better growth.

17. Revision of financial statement or the Report

The Company has not revised its Financial Statement or Boards Report during the financial year.

18. Directors and Key Managerial Personnel

I. Composition of the Board of Directors

As on March 31, 2024, the Board of your Company comprised of 6 Directors with two Executive Director, four Non-Executive Directors which includes three Independent Directors. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

Details of the Directors are as follows:

Category	Name of Director
Executive Director	Mr. Sunil Suresh
	Mrs. Shubha Sunil
Non-Executive	Mr. Girish Shrikrishna
Independent Directors	Nadkarni
	Mr. Ramanujam Venkat
	Raghavan
	Mrs. Anusha Shetty
Non-Executive Nominee Directors	Mr. Vishal Verma

Change in Composition of the Board of Directors

Duringtheyearunderreview,therewerenochangesonthe Board of Directors (‘Board) except as mentioned below;

i. CHANGES IN INDEPENDENT DIRECTORS

Mr. Ramanujam Venkat Raghavan (DIN: 06886628) was appointed as Independent Director by the shareholders on 22nd August 2023 for a period of 5 consecutive years commencing from 22nd August 2023 to 21st August 2028.

Mrs. Anusha Shetty (DIN: 01666992) was appointed as Independent Director by the shareholders on 22nd August 2023 for a period of 5 consecutive years commencing from 22nd August 2023 to 21st August 2028.

Mr. Sagarvasudev Venkatesh Kamath (DIN: 00671099), resigned as an Independent Director with effect from 22nd August 2023.

ii. CHANGES IN NON-INDEPENDENT DIRECTORS

Mr. Srinath Srinivasan (DIN:00107184), Nominee Director, resigned with effect from 31st August 2023.

Mr. Sunil Suresh was re-appointed by the Shareholders on 22.08.2023 as Managing Director of the Company for a period of Five (5) years with effect from 16th August 2023 to 15th August 2028.

Mrs. Shubha Sunil was appointed by the Shareholders on 22.08.2023 as a Whole-time Director of the Company for a period of Five (5) years with effect from 16th August 2023 to 15th August 2028.

iii. Directors retiring by rotation: Mrs. Shubha Sunil, Whole-time director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

iv. Re-appointment of Independent Directors: NIL

v. Approval of the Members will be sought at the forthcoming Annual General Meeting to the following appointments: Mrs. Sonakshi Sunil (DIN: 09387990), as Non-Executive Director.

vi. Cessations: Mr. Srinath Srinivasan (DIN:00107184), Nominee Director, resigned with effect from 31st August 2023.

II. Key Managerial Persons

The Key Managerial Persons of the Company in accordance with Regulation 2(1)(bb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations and Section 2(51) of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Sunil Suresh	Managing Director
Mrs. Shubha Sunil	Whole-Time Director
Mr. Pradeep Kumar Mishra	Chief Financial Officer
Mr. Akash Shetty	Company Secretary and Compliance Officer

III. Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of Listing Regulations, the Company is required to have at least one-woman director on the Board.

The Company has two women directors on the Board, namely, Mrs. Shubha Sunil (DIN: 01363687) as Whole-Time Director and Mrs. Anusha Shetty (DIN: 01666992) as Independent Director.

IV. Declaration by Independent Directors and statement on compliance with the code of conduct

The Company has received necessary declarations with respect to independence from all the independent directors in compliance of Section 149 (7) of the Companies Act, 2013.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and the Code of Conduct for Directors and senior management personnel formulated by the Company.

V. Nomination & Remuneration Policy

The Nomination and Remuneration Committee has formulated the Nomination and Remuneration Policy which sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178(3) of the Act and Listing Regulations.

The Nomination and Remuneration Policy of the Company as approved and adopted by the Board is available on the website of the Company at: www.stanleylifestyles.com

19. Board Meeting

During the Financial Year 2023-24, our Board has met 11 (Eleven) times and the meetings were held on:

Sl. No.	Date of Board Meeting	Number of Directors entitled to attend the Meeting	Number of Directors attended the Meeting
1.	06.04.2023	6	5
2.	12.05.2023	6	6
3.	16.06.2023	6	6
4.	23.06.2023	6	6
5.	16.08.2023	6	6
6.	22.08.2023	6	5
7.	31.08.2023	6	6
8.	04.09.2023	6	6
9.	22.12.2023	6	6
10.	27.01.2024	6	6
11.	04.03.2024	6	5

The requisite quorum was present for all the Meetings. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

The Company provides all the Board Members with the facility to participate in the meetings of the Board and its committee through Video Conferencing or Other Audio- Visual Means. The details of the meetings have been enclosed in the Corporate Governance Report, which forms part of this report.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on March 29, 2024, and the Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. The Independent Directors attended the said meeting.

20. Committees of Board

The Company has various Committees which have been constituted as part of good corporate governance practices and the same follow the requirements of the relevant provisions of applicable laws and statutes.

The Committees of the Board are the Audit committee, the Nomination and Remuneration committee, the Corporate Social Responsibility committee and the Stakeholders Relationship committee.

The details with respect to the composition, powers, roles, terms of reference, Meetings held, and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

21. Recommendations of the Audit Committee

There was no instance during the year where the Board has not accepted the recommendations of the Audit

Committee requiring disclosure pursuant to Section 177(8) of the Companies Act, 2013.

22. Companys policy on Directors appointment and remuneration

The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and such other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on the Companys website.

The Company affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company which is available on the website of the Company at: www. stanleylifestyles.com

23. Annual Evaluation of Board, Committees, and Individual Directors

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out annually through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

24. Code of Conduct for Board and Senior Management

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted a Code of Conduct for Directors and Senior Management "the Code" which provides guidance on ethical conduct of business and compliance with laws and Regulations.

All members of the Board and Senior Management personnel have affirmed their compliance with the Code as of March 31, 2024. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations, is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Companys website at www.stanleylifestyles.com.

25. Code of Practices and procedures for fair disclosure of Unpublished Price Sensitive information

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code), for the fair disclosure of events and occurrences that could impact the price discovery in the market for the Companys securities. The Fair Disclosure Code also provides for maintaining transparency and fairness in dealings with all stakeholders and ensuring adherence to applicable laws and regulations. The same is available on the website of the Company at www.stanleylifestyles.com

26. Prevention of Insider Trading

The Board of Directors of the Company has formulated and adopted a Code of Conduct to regulate, monitor and report the trading of shares by insiders. This code lays down the guidelines and procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them of the consequences of non-compliance. The same is available on the website of the Company at: www.stanleylifestyles.com

27. Subsidiary Company, Joint Ventures and Associate Companies

There were no joint ventures and associate companies during the reporting period The details of Subsidiary Companies of the Company as on March 31, 2024 are as follows:

Sl. No. Name of the Company	% of Shareholding
1. Stanley Retail Limited	100.00
2. Stanley OEM Sofas Limited	100.00
3. ABS Seating Private Limited	67.00
4. Sana Lifestyles Limited	100.00
(Stanley Retail Limited – Holding Company)
5. Shrasta D?cor Private Limited	55.95
(Stanley Retail Limited – Holding Company)
6. Staras Seating Private Limited	100.00
(Stanley Retail Limited – Holding Company)
7. Scheek Home interiors Limited	100.00
(Stanley Retail Limited – Holding Company)

28. Deposit

During the financial year, your Company has not accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Therefore, the disclosures required under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

29. Remuneration Details of Directors, KMPs and Employees

Information as per Rule 5 of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Employees who were employed throughout the year and were in receipt of remuneration in aggregate of not less than Rs.1,02,00,000/- for 12 Months:

Sl. No. Name	Designation	Age (in Years)	Experience (in Years)	Date of commencement of employment	Remuneration Received (Rs. in Millions)
1. Mr. Sunil Suresh	Managing Director	58	16	11-10-2007	19
2. Mrs. Shubha Sunil	Whole – Time Director	49	16	11-10-2007	21

B. Employees who were employed for part of the year and were in receipt of remuneration in aggregate of not less than Rs.8,50,000/- per month. – NIL

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs.60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs.5,00,000/- (Rupees Five Lakh only) per month as the case may be.Pursuant to the provisions of section 197 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are annexed to this Report. This Report and financial statements are being sent to Members excluding the said information. Any Member interested in obtaining such information may write to the Company Secretary at the registered office of the Company for a copy thereof.

Further, the disclosures on managerial remuneration as required under Rule 5(1) of the said rules were not applicable to the Company during the year under review and the said details would be furnished from financial year 2024-25 onwards.

30. Criteria for making payments to Non-Executive Directors

Apart from the sitting fee paid to the Independent Directors, expenses incurred by the Company on behalf of the Directors for their travel and accommodation and reimbursement of expenses incurred by the Directors during and for the purpose of attending Board and Committee meetings, the Company has made no other payment to its Non-Executive Directors.

31. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013, the Directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Adequacy of Internal Audit and Financial Controls

The Company has adequate internal controls and processes in place with respect to its operations, which provide reasonable assurance regarding the reliability of the financial statements and financial reporting and also the functioning of other operations. These controls and processes are driven through various policies and procedures.

During the year, the review of Internal Financial Controls was done, and the report was placed before the Audit Committee. As per the report the Controls are effective and there are no major concerns. The internal financial controls are adequate and operating effectively to ensure orderly and efficient conduct of business operations.

33. Statutory Auditors

The Members of the Company at the Annual General Meeting held on September 23, 2019 have appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration Number 117366W/W-100018), as Statutory Auditors of the Company in accordance with the provisions of the Companies Act, 2013.

Statutory Auditors of the Company who shall hold office until the conclusion of 17th Annual General Meeting.

The Board recommends the appointment of the existing auditors for a second terms of 5 years, i.e. till the conclusion of 22nd AGM of the Company.

The auditors have submitted their Report on the accounts of the Company for the Financial Year ended March 31, 2024 to the Board of Directors. The Board has duly examined the Statutory Auditors Report which is self-explanatory. The Report does not contain any qualifications, reservations or adverse remarks.

34. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company was not required to conduct secretarial audit.

For the year 2024-25, The Board of Directors has appointed M/s. HVS & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

35. Internal Auditor

Raghavan, Chaudhuri & Narayanan, Chartered Accountants are the internal auditors of the Company.

36. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditor / Secretarial Auditor in their Reports, if any

The Statutory Auditors have given their report ‘with an unmodified opinion, on the Financial Statements of the Company for Financial Year 2023-24.

There has been no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditor in their Report for the year under review.

37. Compliance with Secretarial Standards

During the Financial year, the Company has complied with the provisions of applicable Secretarial Standards viz. Secretarial Standard on meetings of The Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

38. Corporate Social Responsibility

In compliance with Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee

(CSR Committee) in the year 2015 and the composition and function thereof are mentioned in the Corporate Governance Report.

The Board has adopted the CSR Policy, formulated and recommended by the CSR Committee, and the same is available on the website of the Company at: www. stanleylifestyles.com

The CSR Committee has been duly constituted by the Company.

Constitution of CSR Committee as on 31 March, 2024 is as follows:

I) Mr. Ramanujam Venkat Raghavan (Independent Director) - Chairman

II) Ms. Anusha Shetty (Independent Director). Member III) Mr. Vishal Verma (Nominee Director)- Member IV) Mrs. Shubha Sunil (Executive Director)- Member

The CSR Policy of the Company as required under Section 135 of the Companies Act, 2013 was approved by the CSR Committee at its meeting held on 5th October, 2015. The Annual Report on CSR Activities of the Company is furnished as ANNEXURE-E.

39. Business Responsibility and Sustainability Report

As per Regulation 34(2)(f) of the Listing Regulations the Business Responsibility and Sustainability Report (BRSR), covering disclosures on the Companys performance on Environment, Social and Governance, the report is not applicable to the Company for the period ended 31st March, 2024.

40. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

41. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Report.

Further, as required under Regulation 17(8) of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer is annexed with the Annual Report.

A certificate from HVS & Associates, Practicing Company Secretary, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance

42. Related Party Transaction

All contracts/arrangements/transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis.

During the year under review, your Company had not entered into any contract/arrangement/transaction with Related Parties which could be considered material in accordance with the Policy on Related Party Transactions. Further there were no materially significant related party transactions entered into by the Company with Promoters, Directors, KMP or other persons which may have potential conflicts with the interests of the Company.

The particular of contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure C which forms part of this report. Details of Related Party Transactions as required under Indian Accounting Standard (Ind AS-24) are reported in Note no. 37 forming part of the Financial Statements.

Disclosure on Related Party Transactions, in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable accounting standards, are made in the financial statements. Also, the Company has adopted the policy on Materiality and Dealing with Related Party Transaction which is available on the website of the Company at: www.stanleylifestyles.com

Disclosure on Related Party Transactions, in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable accounting standards, are made in the financial statements.

43. Details of Frauds reported by Auditors

Pursuant to sub-section 12 of Section 143 of the Act, the Statutory Auditors of the Company, have not reported any instances of frauds committed in the Company by its officers or employees.

44. Risk Management

The Risk Management Committee was established by a Board resolution on August 31, 2023, in accordance with SEBI Listing Regulations. Its terms of reference include:

1. To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.

(c) Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

7. any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015."

45. Technology Absorption, Conservation of Energy, Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134(3)(m) & Rule 8(3) (A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo have been furnished in Annexure-A to this report.

46. Vigil Mechanism

The company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. All Directors, employees and stakeholders can raise their concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any stakeholders associated with the

Company are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Corporate Governance Policies or any improper activity, to the Chairman of the Audit Committee or to the Company Secretary and Compliance Officer or the Human Resource Department at whistleblower@ stanleylifestyles.com. The policy provides for adequate safeguard against victimization.

Any incidents reported are investigated and suitable actions are taken in line with the whistle blower policy.

The Whistle Blower Policy is also available on your Companys website at: www.stanleylifestyles.com

47. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concernstatusandtheCompanysoperationsinthefuture.

48. Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code, 2016 (IBC)

There were no applications filed for corporate insolvency resolution process, by any financial or operational creditor of the Company or by the company itself, under the IBC before the NCLT.

49. Disclosure as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Prevention of Sexual Harassment Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the period under review:

(a) Number of complaints pending at the beginning of the year: Nil

(b) Number of complaints received during the year: Nil (c) Numberofcomplaintsdisposedoffduringtheyear:Nil (d) Number of cases pending at the end of the year: Nil

50. Acknowledgment

The Board takes this opportunity to express sincere thanks to our valued customers for their continued patronage and the investors for reposing confidence in the Company.

The Directors express their deep sense of appreciation to all the vendors, employees, franchisees, distributors, Government, Quasi Government authorities and other acquaintances who continue to extend relentless support and cooperation with commitment, enabling your Company to scale to newer heights.

	For and on behalf of the Board of Directors
	SUNIL SURESH	SHUBHA SUNIL
PLACE: Bengaluru	Managing Director	Whole-time director
DATE: 02/09/2024	DIN: 01421517	DIN: 01363687