Dear Members

Your Directors have immense pleasure in presenting the 31^stAnnual Report on the business and operations of the Company along with Audited FinancialResults (both Standalone and Consolidated) for the financial year ended on March 31 2022.

Financial Results

A summary of the financial performance of the Company for the FY2021-22 is as given below:-

(Rs.in lakh)

As the subsidiaries are not operational summary of financialperformance given above is on standalone basis only.

Company Performance Review and State of Affairs

? Revenue from operations has increased to Rs. 533.91 lakh as againstRs.327.78 lakh in the previous FY 2020-21 - a growth of 62.89%

? Total expenses has increased to Rs.450.78 lakh as against Rs. 355.55lakh in the previous FY- growth of 26.78%

? Profit After Tax (PAT) has increased to Rs.103.41 lakh againstRs.38.07 lakh for previous FY- growth of 171.63 %.

Transfer to Reserves

During the year under review no amount has been transferred toreserves.

Dividend

As your Company is in the path of revival your directors decided notto recommend dividend for the financial year under review.

Board of Directors and Key Managerial Personnel Change in Directorate

The following changes occurred in the directorate of the Company duringthe period from April 1 2021 till the date of report:-

a) Resignation

? Mr. G Raghavan Gopalaswami (DIN:- 01661856) Independent Directorresigned from the Board of Directors with effect from April 25 2022 due to his healthissues.

b) New appointments

? Mr. Kul Bhushan Jain (DIN:-07984364) was appointed as Additional NonExecutive Director by the Board of Directors of the Company at their meeting held onFebruary 14 2022.

? Mr. Kul Bhushan Jain (DIN:-07984364) was re-designated as AdditionalIndependent Director by the Board of Directors at their meeting held on May 16 2022.Subsequently approval of shareholders was obtained by way of Postal Ballot on June 162022 for his appointment .

c) Reappointments

? Mr.Rajkumar Sivathanu Pillai (DIN:-01790870) was reappointed as theManaging Director of the Company for a period of 1 (one) year with effect from August 132021 at an annual remuneration of Rs.12 lakh and the same was ratified by the shareholdersin the 30th AGM held on September 27 2021.

? Mr.Visakh Rajkumar (DIN:-07079475) was reappointed as the Whole timeDirector of the Company for a period of 2 (two) years with effect from October 1 2021 atan annual remuneration of Rs.12 lakh and the same was ratified by the shareholders in the30th AGM held on September 27 2021.

? Mr.Narayanaswamy Subramanian (DIN:-03602858) was reappointed as theIndependent Director of the Company for his 2nd term for a period of 5 (five) years witheffect from February 23 2022 for which approval of shareholders was obtained in the 30thAGM held on September 27 2021

? Mr.Raghavan Goplalswami (DIN:-01661856) was reappointed as theIndependent Director of the Company for his 2nd term for a period of 5(five) years witheffect from February 23 2022 for which approval of shareholders was obtained in the 30thAGM held on September 27 2021.

d) Recommendations in the upcoming Annual General Meeting

? Reappointment of Mrs. E Kamalam (DIN:- 01791001) who retires at theensuing Annual General Meeting andbeing eligible offers herself for reappointment.

? Reappointment of Mr.Rajkumar Sivathanu Pillai (DIN:-01790870) asManaging Director for a period of 5(five) years with effect from August 13 2022 at amonthly remuneration of Rs.100000/- (Rupees One lakh only) subject to applicable TDSwith authority to the Board of Directors to revise the remuneration within the permissiblelimits of the Act on recommendations of the Nomination and Remuneration Committee.

Change in Key Managerial Personnel (KMPs)

The following persons constitute KMPs of the Company:-

? Mr. Rajkumar Sivathanu Pillai Managing Director

? Mr. Visakh Rajkumar Whole Time Director

? Mr. V N Sridharan Chief Financial Officer

? Ms. Jiju George Company Secretary

There was no change in the KMPs of the Company during the year underreview.

Directors Responsibility Statement

Pursuant to Section 134 of the Act (including any statutorymodifications or re-enactments thereof for the time being in force) the Directors of theCompany state that:-

a) in the preparation of annual accounts for the financial year endedMarch 31 2022 the applicable accounting standards have been followed and there are nomaterial departures from the same.

b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2022and of the profits of the Company for the financial year ended 31st March 2022.

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a ‘goingconcern' basis.

e) proper internal financial controls laid down by the Directors werefollowed by the Company and that such internal financial controls are adequate andoperating effectively; and

f) proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems are adequate and operating effectively

Declarations from Independent Directors

The Company has inter alia received the following declarations fromall the Independent Directors confirming that:

? they meet the criteria of independence as prescribed under theprovisions of the Act read with the schedule and rules made there under and also with theListing Regulations

? they have complied with the Code for Independent Directors prescribedunder Schedule IV of the Act.

? all the existing and new Independent Directors have registeredthemselves with the Independent Director's database maintained by the Institute ofCorporate Affairs.

Auditors and Audit Report

M/s. KPR & Co Chartered Accountants Kochi (Firm Reg No.05326S)was appointed as the Statutory Auditors of the Company at the 26^th AGM held onDecember 29 2017 to hold office for a period of 5 years till the conclusion of 31^stAGM. Pursuant to Section 139(2)(b) the retiring statutory auditors are eligible to bereappointed for a further period of five consecutive years. They have also submitted theirconsent to be reappointed and have further confirmed that they do not incur anydisqualification. The Audit Committee has also recommended their reappointment for afurther period of 5 years commencing from the conclusion of 31^st AGM at aremuneration of Rs. 70000 /- (Rupees Seventy Thousand only). As per Section 139(1) of theAct approval of shareholders is needed for appointment or reappointment of StatutoryAuditors. Hence your Board of Directors recommend reappointment of statutory auditors tothe shareholders in the ensuing Annual General Meeting.

The Audit Report given by the Statutory Auditor for the FY 2021-22 doesnot contain any qualification or adverse remarks.

Corporate Governance

Your Company is committed to align with good corporate governancepractices. A separate report on Corporate Governance is annexed as Annexure I ofthe Board's Report.

Subsidiaries and Joint Ventures

Your Company has 3 (three) subsidiaries as on date. The details of thesame are given hereunder:-

a) Jalashaayi Alamparathodu Hydro Power Ltd (CIN:-U40100KL2008PLC022143)

b) Sree Adi Sakthi Mukkuttathode Hydro Power Ltd (CIN:-U40100KL2008PLC022144)

c) Sree Kailas Palchuram Hydro Power Ltd (CIN:- U40100KL2008PLC022145)

The above subsidiaries have not commenced business operations sinceincorporation. Further the shareholders of the company have given their consent by way ofPostal Ballot to the Board of Directors on June 16 2022 to enable the subsidiaries tosubmit application for removing their names from the Register of Companies in accordancewith Section 248 of the Act.

Your Company does not have any joint ventures.

Pursuant to Section 129(3) of the Act the salient features of thefinancial statements of the subsidiaries in form AOC-1 is annexed as Annexure II.

Consolidated Financial Statements (CFS)

In accordance with the provisions of the Act Regulation 33 of theListing Regulations and applicable Accounting Standards the Audited CFS of the Companyfor the financial year 2021-22 together with the Auditors' Report forms part of thisAnnual Report. In accordance with Section 136 of the Act the audited financialstatements including the CFS and related information of the

Company and the separate financial statements of each of the subsidiarycompanies are available on the Company's website at www.sreekailas.com. Any memberdesirous of inspecting or obtaining copies of the said CFS may write to the CompanySecretary at secretary@sreekailas.com.

Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of Listing Regulations ManagementDiscussion and Analysis Report forms part of Annual Report. The same provides disclosureabout the overall industry structure economic scenarios operational and financialperformance of the Company business strategy etc.

Secretarial Auditor

The Board of Directors have appointed Mrs. N Srividhya (Certificate ofPractice No.14058) Practicing Company Secretary as the Secretarial Auditor to conductaudit of secretarial records pertaining to the financial year 2021-22.

The Secretarial Audit Report pertaining to the financial year 2021-22received from her in accordance with the Act and Rules made there under and Regulation 24Aof the Listing Regulations is annexed as Annexure III of the Board's Report.The Secretarial Audit Report pertaining to the financial year 2021-22 does not contain anyqualification or adverse remarks.

Internal Auditor

Pursuant to Section 138 of the Companies Act 2013 Mr. VenkiteshParasuram Chartered Accountant has been appointed as the Internal Auditor of theCompany. During the financial year under review no instances of fraud or material lapseswere reported by the Internal Auditor during his course of audit.

Internal Financial Controls

The internal financial control mechanism in your Company iscommensurate with the size of your Company.

Number of meetings of the Board

During the financial year under review the Board of Directors has met5 (five) times. The details of the dates of the meetings along with the attendance ofdirectors has been given in the Corporate Governance which is annexed as Annexure Iand forms part of Annual Report.

The maximum interval between any two Board Meetings held during thefinancial year do not exceed 120 days as stipulated under the Act read with Rules madethere under and the Listing Regulations.

Board Committees

As on March 31 2022 the Board has 6(six) committees; Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee CorporateSocial Responsibility Committee Risk Management Committee and Share Issue/TransferCommittee.

During the year all the mandatorily required recommendations of thecommittees of the Board have been accepted and implemented by the Board.

A detailed note on the composition of the Board and its committeesincluding its terms of reference is provided in the Corporate Governance Report. Thecomposition and terms of reference of all the Committees of the Board of Directors of theCompany is in line with the provisions of the Act and the Listing Regulations.

Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance performanceof individual directors as well as the committees as well.

During the year under review the Independent Directors of the Companyhave met to

? review the performance of Non Independent Directors and the Board asa whole

? review the performance of Chairperson of the Company taking intoaccount the views of the Executive and Non Executive Directors

? assess the quality quantity and timeliness of flow of informationbetween the management and the Board that is necessary for the board to perform theirduties effectively and reasonably.

Remuneration paid to Directors

During the financial year 2021-22 only Managing Director and WholeTime Director of the company are paid remuneration which amounts to Rs.12 lakh each perannum. The other directors are paid sitting fees for attending Board and Audit CommitteeMeeting. The sitting fees paid for Board Meeting is Rs.10000/- per meeting and for AuditCommittee meeting is Rs.5000/- per meeting.

Annual Return

A copy of Annual Return in Form MGT-7 as on March 31 2022 inaccordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 will be published in the website of the Companywww.sreekailas.com..

The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your company is keen to provide secure and friendly work atmosphere toits employees and has zero tolerance towards sexual harassment at its work place. Duringthe year under review no complaints pertaining to sexual harassment was reported.

Corporate Social Responsibility

The provisions of the Act relating to Corporate Social Responsibilityis not applicable to the Company.

Related Party Transactions

All transactions with related parties are reviewed and approved by theAudit Committee and are in accordance with the Company's Policy on Related PartyTransactions. SEBI by way of amendments to the Listing Regulations has widened thepurview of definition of Related Party and overall scope of related parties with effectfrom April 1 2022 or unless specified. Accordingly the Board on recommendations ofAudit Committee has amended its Policy on Related Party

Transactions to include the amendments notified by SEBI and the samehas been published in the Company website www.sreekailas.com..

Pursuant to Regulation 23 of Listing Regulations your Company hassubmitted its statement on related party transactions on consolidated basis to BSE Ltd onhalf yearly basis within the timeline as specified in the Listing Regulations.

Pursuant to section 134(3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 the Statement of Related Party Transactions in FormAOC-2 is set out as Annexure IV to the Board's report.

Loans Guarantees or Investments under Section 186

Advances given by the Company is shown as note no.7 of the financialstatements. Investments made by the Company is disclosed as note no.6 of the financialstatements. Apart from those as stated above no other loans guarantees or investmentshave been made by the Company during the year under review. During the year under reviewyour Company has not made any investments.

Authorised Capital and Paid up Capital

As on March 312022 the Authorised Capital of the Company stands atRs.500000000/- (Rupees Fifty Crore only) consisting of 38000000 (Three Crore andEighty Lakh) Equity Shares of Rs.10/- (Rupees Ten only) each and 12000000 (One Croreand Twenty Lakh) Preference Shares of Rs.10/- (Rupees Ten only) each. During the yearunder review there was no change in the authorised or paid up capital of the Company.

Post financial year 2021-22 your Company has obtainedshareholder's approval by way of Postal Ballot on June 16 2022 for preferentialissue of 1000000 (Ten Lakh) Fully Convertible Equity Share Warrants("Warrants") of Rs.10/- (Rupees Ten only) each to Mr. S Rajkumar Promoter andManaging Director by way of conversion of unsecured loan of Rs.10000000/- (Rupees OneCrore only) outstanding in his name. Your company has also obtained"In-principle" approval for the preferential issue from BSE Ltd on June 07 2022vide letter no. LOD/PREF/VJ/FIP/2298/2022-23. Subsequently the Board of Directors attheir meeting held on June 25 2022 has approved the allotment of Warrants and subsequentallotment of equity shares by way of conversion of these warrants upon request made by thewarrant holder. BSE vide its letter no. LOD/PREF/VJ/FIP/2420/2022-23 has granted listingapproval for the said shares on July 132022 and trading approval on July 222022 videletter No.LOD/PREF/TP/VJ/13398/2022- 23.Subsequently equity shares were credited to thedemat account of Mr.S Rajkumar on July 25 2022.

Whistle Blower/Vigil Mechanism

Your Company is keen to promote ethical behaviour in all its operationsand has adopted a Board approved Whistle blower or Vigil Mechanism policy as per Section177 of the Act read with Regulation 22 of the Listing Regulations. Your Company herebyaffirms that no director/employee has been denied access to the Chairman of the Auditcommittee and no complaints were received during the year under review.

Management of risk

Your Company has constituted a Risk Management Committee even thoughthe requirement is not applicable as per Regulation 21 of the Listing Regulations. TheCommittee has the overall responsibility of identification evaluation and mitigation ofoperational strategic and environmental risks.

Conservation of energy and technology absorption

Your Company has undertaken all steps to conserve energy and make useof latest technology for its operations. As part of green energy initiatives your companyis planning to install a on-grid roof top solar power plant upto a capacity of 1MW(1000KW) at its warehouse area at Edayar.

Foreign exchange earnings and outflow

During the financial year under review there was no instances ofinflow or outflow of foreign exchange.

Investor Education and Protection Fund

During the financial year under review your Company has transferredRs.119025/- (Rupees One Lakh Nineteen Thousand and Twenty Five) being the unclaimeddividend declared during the FY 2013-14 into Investor Education and Protection Fund oncompletion of 7 years from the date of transfer of such unclaimed dividend to unpaiddividend account. As no dividend was declared by the Company during the FY 2014-15 thereis no amount due to be transferred to IEPF during the FY 2022-23.

Details of application made or proceedings pending under the Insolvencyand Bankruptcy Code (IBC) 2016

During the year under review your Company has submitted our claim forRs.11395024/- (Rupees One Crore Thirteen Lakh Ninety Five Thousand and Twenty Four)against M/s. Karur KCP Packkagings Ltd under IBC 2016. The Company had supplied wastepaper-double sorted corrugated and saw dust to the debtor during the financial year2016-17 and has raised invoices amounting to Rs.6259376/- (Rupees Sixty Two Lakh FiftyNine Thousand Three Hundred and Seventy Six only) for which payment is yet to be received.As per the terms of invoice interest is chargeable at the rate of @ 18% per annum fordelayed payment. Taking into account the interest receivable total claim as on date ofsubmission of application ie April 13 2021 comes to Rs. Rs.11395024/- (Rupees OneCrore Thirteen Lakh Ninety Five Thousand Twenty Four).-.

We have informed by the Insolvency Professional that the assets of theCorporate Debtor have been identified and adequate steps have been taken to auction theassets and settle the claims of financial and operational creditors.

Material changes and commitments affecting the financial position ofthe Company which have occurred between the financial year end (31.03.2022) and date ofreport (03.08.2022)

The following events occurred during the period between financial yearend (31.03.2022) and the date of report (03.08.2022):-

? Mr.Kul Bushan Jain (DIN:-07984364) was re-designated as IndependentDirector

(Additional category) of the Company with effect from May 16 2022 fora period of five years by the Board of Directors in their meeting held on May 16 2022.

? Approval of shareholders by way of Postal Ballot was taken on June16 2022 for the following purposes:-

a) Confirmation for appointment of Mr.Kul Bushan Jain (DIN:-07984364)as an Additional Non Executive Director with effect from February 14 2022 and approval tore-designate him as Independent Director for a period of 5 years with effect from May 162022

b) For conversion of debt into equity share warrants and to issueequity share warrants to Mr.S Rajkumar Promoter and Managing Director in terms ofrequest made by him for conversion of part of outstanding unsecured loan aggregating toRs.1 Crore availed from him

c) For entering into a Power Purchase Agreement with Shri Kailash SolarPower Private Limited a Related Party by which the related party has agreed to invest inand install a on grid roof top Solar Power Plant upto a capacity of 1 MW (1000 KW) at thewarehouse area of the Company at Edayar and consequently to produce and sell powergenerated to the company at a consideration of approximately Rs.6.50 per unit ofelectricity at a compounding escalation of 10% every 2 years upto first 12 years andafterwards escalation will be discussed and fixed on mutually agreed terms

d) For rendering approval to Visakh Homes Ltd a Related Party forutilising brand name of Cella Space Ltd for marketing warehouses built by them for aperiod of 10 years from the date of signing of definitive agreements at a consideration ofRs.0.5 per sq.ft for area leased out in the brand name of the company.

e) For rendering approval to Shri Kailash Logistics (Chennai) Limiteda Related Party for utilising brand name of Cella Space Ltd for marketing warehousesbuilt by them for a period of 10 years from the date of signing of definitive agreementsat a consideration of Rs.0.5 per sq.ft for area leased out in the brand name of thecompany.

f) For rendering approval to the Board of Directors forsale/transfer/perpetual lease of immoveable property (along with superstructures if any)of the company or parts thereof admeasuring an extent of 384.83 ares of land along withwarehouse/industrial buildings bearing building Nos. C-100 C-200A C-200B C-300 &C-400 together with other buildings and infrastructures located at Edayar IndustrialDevelopment Area Kadungallur Village Paravur Taluk Ernakulam District Kerala - 683110for a consideration not less than Rs. 80 Crore.

g) For rendering approval to the Board of Directors for giving consentto all the three subsidiary companies {Jalashaayi Alamparathodu Hydro Power Ltd (CIN:-U40100KL2008PLC022143) Sree Adi Sakhti Mukkuttathode Hydro Power Ltd (CIN:-U40100KL2008PLC022144) Sree Kailas Palchuram Hydro Power Ltd (CIN:-U40100KL2008PLC022145)} to enable them to make application to Registrar of Companies forremoval of their names from the Register of Companies.

Financial Commitments

During the year under review your Company has availed a term loanagainst rent receivables aggregating to an amount of Rs.45 Crore from HDFC Bank Ltd. Theproceeds of the same was partly utilised to close the existing term loan with Union Bankand the balance was utilised partially for construction of warehouse building.

Polices

In accordance with the provisions of the Act and Listing Regulationsthe Board of Directors of the company has framed the required policies and the policieswherever mandated are uploaded in the company website www.sreekailas.com.

Particulars of employees

There are no employees falling within the provisions of section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Disclosures in accordance with Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 for the financial year 2021- 22 is as follows:-

*The Company has a Managing Director and a Whole Time Director and bothhave been paid same annual remuneration of Rs. 12 lakh each.

Remuneration paid during the year under review is as per theremuneration policy of the Company.

Other disclosures

? There was no change in the nature of business of your company duringthe year under review.

? During the year under review your company has not accepted anydeposits within the meaning of Sections 73 and 74 of the Act and rules made there under.

? Significant orders affecting the status of going concern of yourcompany have not been passed by any regulators courts or tribunals during the year underreview.

? Neither the Statutory Auditors nor the Secretarial auditors havereported about any fraud as specified under Section 143(12) of the Act.

? The Company has not issued any sweat equity shares during the yearunder review.

? There was no revision of financial statements or Board's reportduring the year under review.

? The Company has not availed unsecured loans during the year underreview. Details of unsecured loans repaid by the Company during the year under review isdisclosed in the financial statements under note 14B.

? The provisions pertaining to maintenance of cost records as specifiedby the Central Government under Section 148(1) of the Act is not applicable to theCompany.

? During the financial year under review your Company has not takenany valuation for the purpose of making any one time settlement. Hence the requirement todisclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along as specified under Companies (Accounts) Amendment Rules 2021 is notapplicable to us.

Compliance with Secretarial Standards

Your Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 onMeetings of the Board of Directors ("SS-1") and the Secretarial Standard-2 onGeneral Meetings ("SS2") issued by the Institute of Company Secretaries of India("ICSI") and approved by the Central Government and such systems are adequateand operating effectively. During the financial year under review the Company was incompliance with the Secretarial Standards-SS-1 and SS-2.

Business Responsibility Report

The company does not fall under the category of top 1000 listedentities based on market capitalisation. Hence Regulation 34(2)(f) of the ListingRegulation pertaining to Business Responsibility Report is not applicable to the company.

Acknowledgment

The Board places on record its appreciation for the cooperation andsupport received from shareholders customers suppliers employees governmentauthorities banks shareholders suppliers customers employees and governmentauthorities.