Navath Digitally signed by Navath Sudhakar Sudhakar Date: 2024.09.06 17:14:26 +05'30'

Source Industries (India) Limited

40[TH] ANNUAL REPORT 2023 - 2024

SOURCE INDUSTRIES (INDIA) LIMITED

Source Industries (India) Limited

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Source Industries (India) Limited

40[th] Annual General Meeting Monday 30[th] September, 2024 at 10.30 A.M at Hotel Inner Circle, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082

Contents Company Information Notice Director’s Report Report on Management Discussion and Analysis Report on Corporate Governance Auditor’s Report Balance Sheet Statement of Profit & Loss Cash Flow Statement Notes to Financial Statements E-Voting Instructions Attendence Slip Proxy Form Polling Paper	Page No.
	04 05 11 18 26 52 61 62 63 66 79 85 87 89

Source Industries (India) Limited

BOARD OF DIRECTORS

Mr. SUDHAKAR NAVATH : MANAGING DIRECTOR Mr. JAYA MAHADEV YERRAMSETTI : INDEPENDENT DIRECTOR Mr. Y MALLIKHARJUNA RAO : INDEPENDENT DIRECTOR Mrs. LAKSHMI NEKKANTI SATYASRI : NON EXECUTIVE AND NON INDEPENDENT DIRECTOR Mr. RAJSHREE KAPOOR : COMPANY SECRETARY Mr. VISWESWARA RAO KOTHAPALLI : CHIEF FINANCIAL OFFICER

CIN- L45400TG1984PLC004777

LISTED AT BSE Limited

REGISTERED OFFICE

Flat No-301, DBN Padmavathi arcade, 6-3-709/A/10/A, Punjagutta officers colony, Punjagutta, Hyderabad-500082, Telangana. Email Id: [email protected] Website: www.sourceindustriesindia.com

SHARE TRANSFER AGENTS

M/s. Bigshare Services Private Limited, Flat No. 306, Right wing, 3rd floor, Amrutha Ville, Opp: Yashodha Hospital, Somajiguda, Rajbhavan Road, Hyderabad-500082

INTERNAL AUDITOR STATUTORY AUDITORS M/s. NSVR and Associates LLP. M/s. M.N RAO & ASSOCIATES. Chartered Accountants Chartered Accountants Hyderabad Flat No-303, Plot No-135, Prabha Manision, Kalyan Nagar, Phase I,Hyderabad-500 038

BOARD OF COMMITTEES

AUDIT COMMITTEE: STAKEHOLDERS RELATIONSHIP COMMITTEE: Mr. Y MALLIKHARJUNA RAO (Chairman) Mrs. LAKSHMI NEKKANTI SATYASRI Mr. Y MALLIKHARJUNA RAO (Chairman) Mr. JAYA MAHADEV YERRAMSETTI Mrs. LAKSHMI NEKKANTI SATYASRI Mr. JAYA MAHADEV YERRAMSETTI

NOMINATION AND REMUNERATION COMMITTEE:

Mr. Y MALLIKHARJUNA RAO (Chairman) Mrs. LAKSHMI NEKKANTI SATYASRI Mr. JAYA MAHADEV YERRAMSETTI

Source Industries (India) Limited

N O T I C E

Notice is hereby given that the 40[th] Annual General Meeting of the members of the Company will be held on Monday 30[th] September 2024 at 10.30 A.M at Hotel Inner Circle, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082 to transact the following business:

ORDINARY BUSINESS:

To receive, consider, approve and adopt the Audited Balance Sheet of the Company as at 31[st] March, 2024 and the Profit and Loss account for the year ended on that date and the Report of Directors' and the Auditors thereon.
To appoint a Director in place of Mrs. Lakshmi Satyasri Nekkanti (DIN - 07223878) who retires by rotation, being eligible offers herself for re-appointment.

SPECIAL BUSINESS:

3. To consider the appointment of Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) as an Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 152, 160 and all other applicable provisions contained under the Companies Act, 2013 ("Act"), and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), who was appointed as an Additional Director by the Board of Director under section 161(1) of the said Act and in accordance with the Articles of Association of the Company, effective September 05, 2024 and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature to the office of Director of the Company, and as recommended by the Nomination and Remuneration Committee, be and is hereby appointed to the office of Director of the Company.

"RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Act, as amended from time to time, and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), to the office of Independent Director, who meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing September 05, 2024 as recommended by the Nomination and Remuneration Committee, be and is hereby approved.

"RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this resolution."

By order of the Board For Source Industries (India) Limited

Place: Hyderabad Date : 05.09.2024

Sd/Sudhakar Navath Managing Director (DIN: 06785232)

Source Industries (India) Limited

NOTES:

Explanatory Statement setting out all material facts as required under Section 102 of the Companies Act, 2013 in respect of special business of the Company is appended and forms part of the Notice.
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on poll instead of him/her and such proxy need not be a member of the Company. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
Proxies in order to be effective must be delivered at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.
The Company has notified closure of Register of Members and Share Transfer Books from Tuesday, 24th September, 2024 to Monday, 30th September, 2024, for the purpose of ensuing Annual General Meeting of the company held on Monday 30th September 2024.
In case you are holding the Company's shares in dematerialized form, please contact your depository participant and give suitable instructions to update your bank details in your demat account and to notify any changes with respect to their addresses email id, ECS mandate. In case you are holding Company's shares in physical form, please inform Company's STA viz. M/s. Bigshare Services Private Limited, Flat No. 306, right wing, 3rd floor, Amrutha Ville, Opp: Yashodha Hospital, Somajiguda, Rajbhavan Road, Hyderabad-500082. by enclosing a photocopy of blank cancelled cheque of your bank account.
M/s. Bigshare Services Private Limited, Flat No. 306, right wing, 3rd floor, Amrutha Ville, Opp: Yashodha Hospital, Somajiguda, Rajbhavan Road, Hyderabad-500082 Phones 040 4014 4967 Email: [email protected] is the Registrar & Share Transfer Agent (STA) of the Company. All communications in respect of share transfers and change in the address of the members may be communicated to them.
Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to the Share Transfer Agent/Company.
Members seeking any information or clarification on the accounts are requested to send queries in writing to the Registered Office of the Company, at least one week before the date of the meeting. Replies will be provided in respect of such written queries at the meeting.
Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered office of the Company on all working days, between 11.00 A.M. to 1.00 P.M. upto the date of the meeting.
Members/Proxies are requested to bring the attendance slip filled in for attending the Meeting. Members are requested to come to the venue of the meeting well in advance for registration. No registration will be entertained after fifteen minutes from the scheduled time of the commencement of the meeting.

Source Industries (India) Limited

The annual report for the financial year 2023-24 is being sent through email to those members who have opted to receive electronic communication or who have registered their email addresses with the Company/depository participants. The annual report is also available on our website, i.e. www.sourceindustriesindia.com. The physical copy of the annual report has been sent to those members who have either opted for the same or have not registered their email addresses with the Company/depository participant. The members will be entitled to a physical copy of the annual report for the financial year 2023-24, free of cost, upon sending a request to the Compliance officer.
The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market for transaction of transfer, transmission/ transposition and deletion of name of deceased holder. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar & Share Transfer Agents of the Company i.e., Venture capital and corporate investments private limited.
Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facility. Members holding shares in dematerialized form may contact their respective depository participant(s) for recording nomination in respect of their shares.
Section 108 of the Companies Act, 2013, read with rules made there under and Sub-regulation (1) of Regulation 44 of SEBI (LODR) Regulations, 2015, requires a listed Company to provide e- voting facility to its shareholders, in respect of all shareholders' resolutions, to be passed at General Meetings. Accordingly, the Company is pleased to offer e-voting facility as an alternate, for all its Members to enable them to cast their vote electronically.
In case a member desires to exercise his/her/its vote by using e-voting facility then he/she/it has to carefully follow the instructions as given for E-Voting. He/she/it can use the facility and log in any number of times till he/she/it has voted on the Resolution or till the end of the voting period whichever is earlier. The detailed instructions for E-Voting are given as part of this Notice.
Since E-Voting facility is provided to the Members pursuant to Sub-regulation (1) of Regulation 44 of SEBI (LODR) Regulations, 2015 and pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014, as amended, the chairman shall call for voting by poll at the meeting and upon such call being made, the voting by show of hands will not be allowed at the meeting.
The results of the e-voting and result of the physical voting at the meeting will be declared within two working days of conclusion of the meeting and the results along with the scrutinizer's report shall be placed on the website of the Company.
The members of the Company, holding shares either in physical form or in dematerialized form, as on, Monday, 23rd September 2024, being the cutoff date, may cast their vote (for or against) electronically.
The facility for voting through poll shall be made available at the meeting and the members attending the meeting who have not already cast their vote electronically through e-voting shall be able to exercise their voting right at the Meeting.
The members who have cast their vote by e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

Source Industries (India) Limited

Mr. Jineshwar Kumar Sankhala, Practicing Company Secretary has been appointed by the Board as Scrutinizer for the purpose of ascertaining the requisite majority for all the businesses in a fair and transparent manner. The results declared along with the scrutinizer's report shall be placed on the website of the Company.
Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief profile of the Directors proposed to be appointed, re-appointed, is annexed to this notice.
The Proxy Form and the Attendance slip are enclosed with this notice.

Source Industries (India) Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO. 3

Since the Company is with a view to set standards of good Corporate Governance and to bring more transparency in the management and operations of the Company, the Board of Directors of the Company have decided to induct Independent Director on the Board of the Company.

In this regard the board has identified and considered that the appointment of Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), as Director (Independent) on their board w.e.f 05.09.2024 will enhance the existing capabilities and profile of the company.

A brief profile of all the Independent Director is annexed to this notice.

The Board is of the opinion that the Independent Director will be a great value addition to the Company and will guide the Company in the matters of finance and accounts and they will provide their expertise & inputs for ensuring that the Board adheres to the good corporate governance practices.

The aforesaid appointees have declared that they are not disqualified from being appointed as Director in terms of Section 164 of the Act and that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Act. They have also given their respective consents for the proposed appointments to the office of Director of the Company.

Further, in the opinion of the Board, Mr. Venkata Srinivasan Kodakalla all of them fulfill the conditions of their appointment as Independent Director as specified in the Act and the Rules made thereunder and they are independent of the Management as well.

Pursuant to the provisions of Section 149 of the Act, an Independent Director shall hold office for a term up to 5 (Five) consecutive years on the Board of a company and he shall not be included in the total number of director for calculating the number of Director who would retire by rotation.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of Mr. Venkata Srinivasan Kodakalla as Independent Director, is now being placed before the Members for their approval.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the said resolutions are being proposed for your consideration.

A copy of the draft letter of appointment of Mr. Venkata Srinivasan Kodakalla Independent Director setting out the terms and conditions shall be placed at the meeting for inspection by the members and shall also be available for inspection at the Registered Office of the Company during business hours.

Further Mr. Venkata Srinivasan Kodakalla and his relatives may be deemed to be interested in the respective resolutions proposing the appointment set out at Item No. 3 in the Notice.

Save and except the aforesaid, none of the Director and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolutions set out at Item No. 3 in the Notice.

By order of the Board For Source Industries (India) Limited

Place: Hyderabad Date : 05.09.2024

Sd/Sudhakar Navath Managing Director (DIN: 06785232)

Source Industries (India) Limited

ADDITONAL INFORMATION ON DIRECTOR RECOMMENDED FOR APPOINTMENT /RE-APPOINTMENT

Details of Directors seeking appointment / re-appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings)

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Name of the Directors LAKSHMI SATYASRI VENKATA SRINIVASAN
NEKKANTI KODAKALLA
Date of appointment on the Board 30/06/2015 01/09/2024
Date of birth/age 27/05/1980 03/08/1967
Expertise in specific functional She has an experience of 10 He has more than 2 decades of
areas years in the Finance and experience in Finance and
Secretarial departments Administration.
Educational qualification Graduate Post-Graduation
Chairman/member of the NIL NIL
committees of the Board of
Directors of Company
List of Directorships, Committee 2 1
Chairmanship, Membership held in
other companies as on dated
excluding private limited Company
and Section 8
Details of Remuneration sought to NIL NIL
be paid and the remuneration last
drawn by such person
Shareholding in the Company as 2,00,000 Shares NIL
on 31.03.2024
Relationship between Directors No Relation No Relation
inter-se/ Manager and KMPs
Number of Meetings of the Board 5 Not Applicable
attended during the year
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Source Industries (India) Limited

DIRECTORS’ REPORT

To

The Members

Your Directors have pleasure in presenting the FOURTY ANNUAL REPORT together with the Audited Accounts of the Company for the year ended 31[st] March 2024 .

FINANCIAL HIGHLIGHTS

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FINANCIAL HIGHLIGHTS (Amount in '000')
PARTICULARS YEAR ENDED YEAR ENDED
31.03.2024 31.03.2023
Revenue 6.57 5.20
Other Income 0 0
Total Income 6.57 5.20
Expenditure 21.13 12.76
Profit/Loss for the year before tax (14.55) (7.56)
Income tax - -
Deferred Tax - -
Profit / (Loss) after tax (14.55) (7.56)
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OPERATIONS:

During the financial year under review the overall performance of the company was increased its Turnover when compared to previous financial year; the Overall turnover of the Company is 6.57 lakhs as compared to last year turnover of Rs 5.20 Lakhs and the Net loss is Rs. 14.55 Lakhs for financial year 2023-24 when compared to a Net loss of Rs. (7.56) Lakhs during the previous year.

DIVIDEND:

Due to inadequate profits your Directors do not recommend any dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES:

The Company did not transfer any amount to the Reserves for the Financial Year ended March 31, 2024.

SUBSIDIARIES

The Company did not have any subsidiary or joint venture or associate company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Lakshmi Satyasri Nekkanti (DIN - 07223878), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Their is no Change in the Key Managerial Personnel

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Regulations 17 to 27 and para C, D & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, forms part of Corporate Governance Report.

The company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the companies Act, 2013 and under SEBI (LODR) 2015.

LISTING OF EQUITY SHARES :

The equity shares of the Company are listed on the trading platform of BSE Limited, a recognized stock exchange having a nationwide trading terminal.

Source Industries (India) Limited

SHARE CAPITAL

There is no change in share capital:

The company has not bought back any of its securities.
The Company has not issued any Sweat Equity Shares.
No Bonus shares were issued during the year.
Company has not issued any Preference shares/Debentures.
Has not provided any Stock Option Scheme

VARIATIONS IN NETWORTH:

The Standalone Net worth of the Company for the Financial Year ended March 31, 2024, is Rs. 429.22 Lakhs as compared to Rs. 443.77 Lakhs for the previous financial year ended March 31, 2023.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member and public during the Financial Year.

BOARD MEETINGS:

The Company has conducted 5 board meetings during the year on following dates with a gap not exceeding 120 days between any two meetings and All the Directors attended the all the meetings.

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29 [th] May 2023 14 [th] August 2023 29 [th] August 2023
10 [th] November 2023 14 [th] February 2024
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COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Present Composition of various Committees of the Board is hereunder:

Audit Committee

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||||
|---|---|---|
|Mr. Y Mallikarjuna Rao|-|Chairman|
|Mrs. Lakshmi Nekkanti Satyasri|-|Member|
|Mr. Jaya Mahadev Yerramsetti|-|Member|
|Nomination and Remuneration Committee|
|Mr. Y Mallikharjuna Rao|-|Chairman|
|Mrs. Lakshmi Nekkanti Satyasri|-|Member|
|Mr. Jaya Mahadev Yerramsetti|-|Member|
|Stakeholders Relationship Committee|
|Mr. Y Mallikharjuna Rao|-|Chairman|
|Mrs. Lakshmi Nekkanti Satyasri|-|Member|
|Mr. Jaya Mahadev Yerramsetti|-|Member|

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Source Industries (India) Limited

BOARD EVALUATION

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board. The Nomination and Remuneration Committee carried out independent evaluation of every Director's performance. The outcome of the board evaluation for the FY 2023-24 was discussed by the said committee as well as by the Board.

The manner in which the formal annual evaluation has been made by the Board and other related details are enumerated in the Corporate Governance Report, which is annexed to the Boards' Report. None of our Independent Directors is due for reappointment.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION, ETC.,

The following policies are attached herewith as part of Corporate Governance as mentioned in "Annexure-D" .

Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.
Remuneration Policy for Directors, Key managerial Personnel and other employees.

INTERNAL FINANCIAL CONTROL SYSTEMS

We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization and also ensures the orderly and efficient conduct of business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integrated part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process.

Assurance on the effectiveness of the Internal Financial Controls is obtained through our management reviews; control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditor during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

We strongly support the rights of all our employees to work in harassment - free environment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

We further confirm that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Since our Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

Source Industries (India) Limited

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 202324 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken 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;
iv. The annual accounts for the year 2023- 24 have been prepared on a going concern basis.
v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) 2015, The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) 2015, the Risk management is Not applicable to the Company.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, M/s. M N Rao & associates, Chartered Accountants, Hyderabad (Registration No. 005386S) appointed as Statutory Auditors of the Company for a period 5 years from the conclusion of 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting at such remuneration as decided by the Board.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's 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.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained as per Regulation 23 of SEBI (Listing Obligations & Disclosure Requirement) 2015, for the transactions which are of a foreseen and repetitive nature. The

Source Industries (India) Limited

Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. NSVR and Associates LLP. Chartered Accountants, Hyderabad as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ' Annexure A ' to this report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, a report on Management Discussion & Analysis is set out as an "Annexure B".

SECRETARIAL AUDIT

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 has appointed M/s. P.S Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed herewith as "Annexure C" to this report.

CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of business. As per the requirements of Listing Agreement with the Stock Exchanges, a compliance report on corporate Governance for the year 2023-2024 and a certificate from the Secretarial Auditors of the Company are furnished as a part of this Annual Report "Annexure D" .

ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT-7 is placed on the website of the Company and may be accessed at Link: www.sourceindustriesindia.com

PARTICULARS OF EMPLOYEES:

Source Industries (India) Limited

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ' Annexure E ' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs. 8,50,000 per month or Rs. 1,02, 00,000 per annum during the Financial Year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

LISTING FEE:

Your Company's shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings pending under the IBC, 2016 during the year ended on 31st March, 2024.

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 FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.

By order of the Board For Source Industries (India) Limited

Place: Hyderabad Date : 05.09.2024

Sd/Sd/Sudhakar Navath Lakshmi Nekkanti Satyasri Managing Director Director (DIN: 06785232) (DIN: 07223878)

Source Industries (India) Limited

Annexure - A

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

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken :
Proper control points are set up at all levels to identify the wastage in power & fuel consumption and to take/initiate corrective steps.
b) Additional investments and proposals, if, any, being implemented for reduction of conser-vation of energy : NIL
c) Impact of the clause (1) and (2) above the reduction of energy consumption and consequent impact on the production of goods : N.A

B. TECHNOLOGY ABSORPTION:

Research and Development (R&D)

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|||||
|---|---|---|---|
|1.|Specific areas in which R&D carried out by the Company|:|NIL|
|2.|Benefits derived as a result of the above R&D|:|NIL|
|3.|Future plans of action|
|4.|Expenditure on R&D|
|Capital|:|NIL|
|Recurring|:|NIL|
|Total|:|NIL|
|Total R&D Expenditure as % of total turnover|:|NIL|
|Technology Absorption, Adaptation and Innovation|
|1.|Efforts made towards technology absorption adaptation and innovation|:|NIL|
|2.|Benefits derived as a result of above efforts|:|NIL|
|3.|Information about imported technology|:|NIL|
|a.|Technology imported|:|
|b.|Year of Import|:|
|c.|Whether Technology fully absorbed|:|

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d. If not fully absorbed, areas and reasons for future plans actions

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earnings and outgo: (on receipts and payments basis)

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|||
|---|---|
|Foreign exchange earnings and outgo:|2023-24|
|Foreign Exchange Earnings|NIL|
|Foreign Exchange Outgo|NIL|

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Source Industries (India) Limited

Annexure - B

MANAGEMENT DISCUSSION ANALYSIS REPORT

OVERVIEW OF INDUSTRY:

The Indian economy continues to remain fairly resilient in the last year despite the global Head winds. However, it will see a moderation in growth in fiscal year 2024-25 to approx 6.6% as per various estimates as against 7.8% in FY2023-24. India's economic growth is projected to slow to 6.6% in FY 2024-25, as global demand weakens and a tighter monetary policy takes shape to manage global inflationary pressures. With inflation and monetary policy expected to ease in the second half of 2024. Despite this, India will remain one of the fastest growing economies in a challenging global environment.

While the short-term outlook seems to be challenging given the rising interest rates, external supply shocks and geopolitical tension, we do believe the government is doing the right things to ensure a sustainable growth path for the country. The union budget presented this year was very supportive of the long-term growth of the real estate sector in India through its focus on urban infrastructure and the digital economy.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

India is the 5th largest producer of technical textiles in the whole world with a market size of nearly $22 Bn, which we hope to build up to $300 Bn when we turn 100 by 2047.

The textiles and apparel industry in India has strengths across the entire value chain from fiber, yarn, fabric to apparel. The Indian textile and apparel industry is highly diversified with a wide range of segments ranging from products of traditional handloom, handicrafts, wool, and silk products to the organized textile industry in India. The organized textile industry in India is characterized by the use of capital-intensive technology for the mass production of textile products and includes spinning, weaving, processing, and apparel manufacturing.

Cotton plays a major role in sustaining the livelihood of an estimated 6 Mn cotton farmers and 40-50 Mn people engaged in related activity such as cotton processing & trade.

India's Textiles Exports were highest ever in FY 2023-24, crossing $44 Bn
India is a largest cotton producer (23%) in the world and has the highest area under cotton cultivation (39% of world area). Cotton plays a major role in sustaining the livelihood of an estimated 6.5 Mn cotton farmers.
India produced 94 Lakh bales of raw jute in FY 2023-24 as per the 3rd Advance Estimate of Directorate of Economics And Statistics (DES).
The Indian textile and apparel market size is estimated around $165 Bn in 2023, with domestic market constituting $125 Bn and exports contributing $40 Bn.
The market size of the industry is projected to grow at a 10% CAGR to reach $350 Bn by 2030.

OPPORTUNITIES & THREATS:

Opportunities:

The growth in population and economy leading demand for infrastructure and its opportunity to provide better infrastructure
The government estimates that $1 trillion of investments will be required for developing India's infrastructure in the 12th plan period.
Drawing up medium- and long-term strategies, based on expected growth in the sector
Benchmarking current and expected IRRs with those projected by industry
Understanding the impact of the regulatory environment on business

Source Industries (India) Limited

Threats:

Uncertainty, especially Mining sector due to delay in resolving environmental and social issues.
Demand for higher capacity equipment, in line with the global market trend.
High expectations of contractor segment.
Increasing pressure on reducing ownership costs.
Improved technology for operational cost to stay ahead in business.
Innovative marketing strategies to counter competition from MNCs by
i. Uncertainty in Defense business.
ii. Attrition in skilled manpower.
iii. Project imports at nil duty.
iv. Opening up of Defense purchases to private sector increasing further competition.

SEGMENT - WISE PERFORMANCE:

In the overall textiles sector, the segment comprising cotton yarn, fabs, madeups and handloom products alone witnessed a significant YoY increase in exports by $740 million in 2023-24 over 2022-23 due to the surge in export of cotton yarn during the last fiscal

India's textile exports experienced a setback for the second consecutive year in 2023-24. The decline can be attributed to geopolitical tensions casting a shadow on the global economy.

In the fiscal year 2023-24, exports amounted to $34.4 billion, marking a decline of over $1 billion (3%) compared to the previous fiscal year. Additionally, exports saw a significant drop of 16.3% compared to the fiscal year 2022-23, when the country reported exports worth $41 billion, the TOI report stated.

Within the textile sector, the segment encompassing cotton yarn, fabrics, made-ups, and handloom products witnessed a notable year-on-year increase in exports by $740 million in 2023-24 over the previous year, attributed to a surge in cotton yarn exports. According to data from the NIRYAT portal of the Union Ministry of Commerce and Industry, North America led total textile exports at $11 billion, followed by Europe at $10 billion.

INDUSTRY OUTLOOK:

The Indian textile industry is expected to grow in the coming years, with a market size of $250 billion by 2030 and exports of $100 billion annually. The industry is expected to grow due to a number of factors, including:

Rising disposable income

As disposable income increases, demand for textile goods in both the local and foreign markets is expected to grow.

Government assistance

The government is expected to help the industry grow through initiatives that attract foreign investments.

Retail sector expansion

The rapid expansion of the retail sector is expected to contribute to the industry's growth.

Innovation

The industry is expected to remain relevant by evolving to meet the demands of a changing world, including embracing innovation, sustainability, and consumer preferences.

Source Industries (India) Limited

Digital technologies

Industry players can use digital technologies, such as e-commerce platforms, online retailing, and digital marketing strategies, to expand their market reach and tap into the global market.

RISK AND CONCERNS:

The textile industry faces many risk concerns, including:

Chemical exposure: From processing and dyeing materials, as well as exposure to cotton and other organic dusts
Musculoskeletal stresses
Waste: More than 5% of the world's landfills are filled with textile waste
Raw materials: A lack of quality raw materials and supply bottlenecks
Infrastructure: Problems with infrastructure and an unorganized sector
Environmental concerns: Heavy noise pollution and rising environmental concerns
Technology: A lack of attention to technology upgrades and regular R&D
Fragmentation: Fragmentation and skill shortages

The Company faces the following Risks and Concerns

Economic Risk:

Any business is in a way or other, dependent on the prevailing global economic conditions. Inflation, changes in tax, trade, fiscal and monetary policies, scarcity of credit etc. However, we do not expect to be significantly affected by this risk.

Mitigation:

Economic risk can be mitigated by proper planning and staying updated with the global and economic scenarios.

Finance risk:

Inability to fund the expansion of the business in a cost-effective manner could affect growth. Competition risk: Growing competition could affect profitability.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an internal control system designed to provide high degree of assurance regarding optimization and safeguarding of resources, quality and reliability of financial and operational information, compliance with applicable statutes and corporate policies. It is the Company's Endeavour to align all its processes and controls with global best practices.

The internal control and risk management system is structured and applied in accordance with the principles and criteria established in the corporate governance code of the organisation. It is an integral part of the general organisational structure of the Company and the Group and involves a range of personnel who act in a coordinated manner while executing their respective responsibilities. The Board of Directors offers its guidance and strategic supervision to the Executive Directors and management, monitoring and support committees.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS:

The Company firmly believes that motivated and empowered employees are the cornerstone of competitive advantage. The Company's employee value proposition is based on a strong focus on employee

Source Industries (India) Limited

development, providing a satisfying work environment, performance appraisal and counseling and appropriate empowerment.

The internal audit process is designed to review the adequacy of internal control checks in the system and covers all significant areas of the company's operations. The internal audit department performs risk based audits, based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors and the audit committee. The Audit Committee reviews audit reports submitted by the internal auditors and follow up on the implementation of corrective actions periodically.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

Discussion on Financial Performance with respect to Operational Performance:

i. Total Income as on 31st March 2024 is 6.57 Lakhs.
ii. Share Capital: The Paid-up share Capital as on 31st March, 2024 is 1140.311 Lakhs.
iii. Net Loss as on 31st March, 2024 is (14.55) Lakhs.
iv. Earnings per Share (EPS) as on 31st March, 2024 are (0.13).

The Earning per Share for the Financial Year 2023-24 is Rs. (0.13) per share (Face Value: Rs.10/- each). Your directors are putting continuous efforts to increase the performance of the Company and are hopeful that the performance in coming year will overcome from the present situation.

DISCLOSURE OF ACCOUNTING TREATMENT:

The Company has prepared financial statements which comply with Ind-AS applicable for periods ending on March 31, 2024, together with the comparative period data as at and for the year ended March 31, 2024, as described in the summary of significant accounting policies. Primarily, a treatment different from that prescribed in an Accounting Standard has not been followed in the preparation of financial statements. However, as regards amendments to certain accounting standards, the applicability / effect on the financial statement has been evaluated and been treated accordingly as explained in Notes to the standalone Financial Statements.

CAUTIONARY STATEMENT:

Statements in this management discussion analysis describing the Company's objectives, projections, estimates, expectations may be forward looking within the meaning of applicable securities-laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could make difference to Company's operations include economic conditions affecting the domestic market and the overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

Source Industries (India) Limited

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanation.

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Financial Ratios Formula Standalone Deviation Reason for
(%) Change
2023-24 2022-23
Debtors Turnover [Revenue from NA NA NA NA
Ratio (times) operations/ Average
Trade receivables]
Inventories [COGS/Average NA NA NA NA
Turnover Ratio Inventories]
(times)
Interest Coverage [EBIT/Finance Cost] NA NA NA NA
Ratio (times)
Current Ratio [CurrentAsset/Current 40.73 48.67 16.32 -
(times) Liability]
Debt Equity Ratio [Debt/Shareholders 0.05 0.05 -5.72 -
(times) Equity]
Operating Profit [EBIT/Revenue from -2.21 -1.45 -52.29 Net loss
Margin Ratio (%) Operations] for current
is more than
previous year
due to
decrease
in other
expenses
Net Profit Margin [Profit After Tax/Revenue -2.21 -1.45 -52.29 Net loss
(%) from Operations] for current
is more than
previous year
due to
decrease
in other
expenses
Return on Networth [Profit for the year -0.03 -0.04 19.47 -
(%) (before exceptional
items and after tax)/Net
Worth]
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||||
|---|---|---|
|By order of the Board|
|For Source Industries (India) Limited|
|Sd/-|Sd/-|
|Sudhakar Navath|Lakshmi Nekkanti Satyasri|
|Managing Director|Director|
|Place: Hyderabad|(DIN: 06785232)|(DIN: 07223878)|
|Date : 05.09.2024|

----- End of picture text -----

Source Industries (India) Limited

Annexure - C

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 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]

To, The Members, M/s SOURCE INDUSTRIES (INDIA) LIMITED, Hyderabad.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s SOURCE INDUSTRIES (INDIA) LIMITED (hereinafter called the company) having its registered office at Flat No-301, DBN Padmavathi arcade, 6-3-709/A/10/A, Punjagutta officers colony, Punjagutta, Hyderabad-500082, Telangana. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company 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, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st 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:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under, as applicable
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under 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 Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not applicable as the company did not issue any security during the financial year under review;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not applicable as the company has not granted any options to its employees during the financial year under review
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable as the company has not issued any debt securities during the financial year under review
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;

Source Industries (India) Limited

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not applicable as the company has not delisted its equity shares from any stock exchange during the financial year under review
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not applicable as the company has not bought back any of its securities during the financial year under review and
i) The SEBI (Listing Obligations & Disclosure Requirements) 2015, entered into by the Company with Stock Exchange; As Applicable .

The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company based on the sector/industry, are:

Shops and Establishment Act

We have also examined compliance with the applicable standards of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India; As Applicable.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above

We further report that

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 changes in the composition of the Board of Directors during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were 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.
All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We 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.
There were no such specific events/actions in pursuance of the above referred laws, rules, regulations, etc., having a major bearing on the Company's affairs.

P.S. Rao & Associates Company Secretaries

Sd/Jineshwar Kumar Sankhala Company Secretary Place: Hyderabad M No: 21697 Date : 05.09.2024 C P No: 18365 UDIN: A021697F001144379

[This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.]

Source Industries (India) Limited

ANNEXURE-I

To The Members, SOURCE INDUSTRIES (INDIA) LIMITED Hyderabad

Our report of even date is to be read along with this letter

Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on 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.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis
A Substantial portion of the audit programme was completed prior to the outbreak of the pandemic COVID-19. However, owning to the lockdown measure imposed in the country and the cascading impact thereof, for certain verifications and cross checks, we have relied on management representations and assurances, wherever required, for forming our opinion and eventual reporting.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

P.S. Rao & Associates Company Secretaries

Place: Hyderabad Date : 05.09.2024

Sd/Jineshwar Kumar Sankhala Company Secretary M No: 21697 C P No: 18365 UDIN: A021697F001144379

Source Industries (India) Limited

ANNEXURE-D

CORPORATE GOVERNANCE REPORT

(In compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

Your company believes in providing highest transparency and ethical value in Corporate Governance. Your company also believes in taking into confidence all the stakeholders viz. Shareholders, Employees, Creditors, Customers etc. Your company is committed to take the torch of Corporate Governance forward, so that every stakeholder of the company synchronizes and synergies their efforts in their growth along with the growth of their company.

BOARD OF DIRECTORS:

• Composition of Board of Directors

At present, the strength of the Board is 4 Directors. The Board comprises of 1(one) Executive, 2(two) NonExecutive Independent Directors and 1(one) Non-Executive Non-Independent Women Director.

• Board meeting and attendance

The Board met 5 times in the financial year 2023-24 on the following dates, with a gap not exceeding 4 months between any two meetings:

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29 [h] May 2023 11 [th] August 2023 29 [th] August 2023
10 [th] November 2023 14 [th] February 2024
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The constitution of the Board is given below:

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Attendance
Other Boards
S. Director Category Attendance in Board Except Pvt Ltd
No at AGM Meeting
held No. of Commit- Commit-
on Held Atten- Other tee tee
27.09.2023 dance director chairman- member-
ships ship ship
1. Sudhakar Navath Managing Yes 5 5 1 Nil Nil
Director
2. Jaya Mahadev Non-Executive Yes 5 5 Nil Nil Nil
Yerramsetti & Independent
Director
3. Y Mallikharjuna Non-Executive Yes 5 5 3 4 0
Rao & Independent
Director
4. Smt Lakshmi Non-Executive Yes 5 5 3 3 3
Satya Nekkaanti & Non-Indepe-
ndent Director
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Source Industries (India) Limited

The Directorships held by Directors in other Companies, as mentioned above do not include Directorships in Foreign Companies, Companies Registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.

In accordance with Regulations of SEBI (Listing Obligations & Disclosure Regulations) 2015, memberships/ chairmanships of Audit Committees and Stakeholders Relationship Committees in all public Limited companies excluding Source Industries (India) Limited have been considered.

None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees across all the companies in which they are Directors.

None of the Directors serve as an Independent Director in more than 7 listed companies.

Board meeting and attendance:

During the financial year 2023-2024, 5 (Five) Board Meetings were held on the following dates:

29-05-2023 14-08-2023 29-08-2023 10-11-2023 14-02-2024

The maximum time-gap between any two consecutive meetings did not exceed four months.

Disclosure of relationships between directors inter-se:

The Directors are not related to each other in terms of the definition of "Relative" under Section 2(77) of the Companies Act, 2013 and Rules framed there under. There are no Promoter Directors on the Board of the Company who are not related to the other Board members. Hence, there is no inter-se relationship existing between the Directors of the Company.

Number of shares and convertible instruments held by Non-Executive Directors:

Except Mrs. Lakshmi Nekkanti Satyasri holds 2,00,000/- Equity Shares, none of the non-Executive Directors hold any equity shares in the Company

Number of shares held by directors

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No. of No. of
Name of the Director Designation Shares Convertible
held instrument
SUDHAKAR NAVATH Chairman and Managing Nil Nil
Director
YERRAPRAGADA MALLIKARJUNA RAO Independent Director Nil Nil
JAYA MAHADEV YERRAMSETTI Independent Director Nil Nil
LAKSHMI SATYASRI NEKKANTI Non Executive
Non Independent Director 2,00,000 Nil
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Web link where details of familiarization programmes imparted to Independent directors:

Familiarization Programme for Independent Directors:

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 mandates the Company to familiarize the Independent Directors with the Company by conducting training programmes.

The Familiarisation Programme is posted on the company's website and can be accessed at on the Company's Website at the link: www.sourceindustriesindia.com

Source Industries (India) Limited

Skills / expertise / competencies of the board of Directors

The following is the list of core skills / expertise /competencies identified by the Board of Directors that are required in the context of the Company's business and that the said skills are available with the Board Members:

Knowledge on Company's businesses policies and culture (including the Mission, Vision and Values) major risks / threats and potential opportunities and knowledge of the industry in which the Company operates
Behavioral skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company
Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making
Financial and Management skills
Technical / Professional skills and specialized knowledge in relation to Company's business.

CONFIRMATION THAT IN THE OPINION OF THE BOARD, THE INDEPENDENT DIRECTORS FULFIL THE CONDITIONS SPECIFIED IN THESE REGULATIONS AND ARE INDEPENDENT OF THE MANAGEMENT:

The Board of Directors hereby confirm that in the opinion of the Board, the Independent Directors fulfil the conditions specified by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management.

DURING THE FY 2023-24, NONE OF THE INDEPENDENT DIRECTORS RESIGNED FROM THE BOARD.

BOARD COMMITTEE:

Currently, there are three Board Committees - Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board, Committee are convened by the Chairman of the respective Committees.

The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below:

AUDIT COMMITTEE:

The Company has a Qualified and Independent Audit Committee comprising of 2 Non-Executive Independent Directors and 1 Non-Executive Non-Independent Director, constituted in accordance with the provisions of Regulation 18 of SEBI Listing Obligations & Disclosure Requirements) 2015 and Section 177 of the Companies Act, 2013. The Committee is empowered with the powers as prescribed under the said Regulation 18 and Section 177 of the Companies Act, 2013 and acts in terms of reference and directions if any given by the Board from time to time.

Terms of reference

The terms of reference of the Audit Committee are as per the guidelines set out in the Regulation 18 read with Part C of Schedule II of SEBI (LODR) 2015 and read with Section 177 of the Companies Act, 2013 and includes such other functions as may be assigned to it by the Board from time to time.

i) Powers of the Audit Committee include:

To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
ii) Role of the Audit Committee includes:
Oversight of Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

Source Industries (India) Limited

Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of auditors and fixation of audit fee.
Approval of payment to statutory auditors for any other services rendered by them.
Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
Changes, if any, in accounting policies and practices and reasons for the same
Major accounting entries involving estimates based on the exercise of judgment by management
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions.
Review of draft Auditors Report, in particular qualifications / remarks observations made by the
Management Discussion and Analysis of financial conditions and results of operations.
Review of Statement of significant related party transactions submitted by the management.
Review of management letters/letters of internal control weaknesses issued by the statutory auditors.
• Review of internal audit reports relating to internal control weaknesses.
Review of appointment, removal and terms of remuneration of the Chief Internal Auditor.
Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
Review of the financial statements of subsidiary Companies
Review and monitor the auditor's independence and performance and effectiveness of audit process.
Approval or any subsequent modification of transactions of the Company with related parties.
• Scrutiny of inter-corporate loans and investments.
Valuation of undertakings or assets of the Company, wherever it is necessary
Evaluation of internal financial controls and risk management systems.
To look into the reasons for substantial defaults in the payment to the shareholders (in case of nonpayment of declared dividends) and creditors.
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow up there on.
Reviewing the risk management policies, practices and the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Source Industries (India) Limited

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
To review the functioning of the Whistle Blower Mechanism
Approval of appointment / reappointment / remuneration of CFO (or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee
The Audit Committee discharges its functions and obligations on regular basis and on the occurrence of the events.

The Chairman of the Audit Committee shall be present at the Annual General Meeting of the Company to provide any clarification on queries from shareholders.

COMPOSITION

The Audit Committee of the Company comprise of the following Independent Directors:

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Name of the Director Designation
Y MALLIKHARJUNA RAO Chairman
JAYA MAHADEV YERRAMSETTI Member
LAKSHMI NEKKANTI SATYASRI Member
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MEETINGS AND ATTENDANCE DURING THE FINANCIAL YEAR:

Meetings:

The Audit committee of the Board met 4 (Four) times during the year, the meetings was held for approval of Un- Audited Financial Results and Audited Financial results of the Company i.e. on:

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29-05-2023 14-08-2023 10-11-2023 14-02-2024
Attendance:
Name No of Meetings Held No of Meetings Attended
Y MALLIKHARJUNA RAO (Chairman) 4 4
JAYA MAHADEV YERRAMSETTI 4 4
LAKSHMI SATYASRI NEKKANTI 4 4
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The un-audited financial results for each quarter are approved by the Audit Committee before passed on to the Board of Directors for approval and adoption.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been formed in compliance of Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 3 Non-Executive Director.

Terms of reference:

The terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

Source Industries (India) Limited

Formulation of criteria for evaluation of Independent Directors and the Board.
Devising a policy on Board diversity.
Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
To recommend/review remuneration of Key Managerial Personnel based on their performance and defined assessment criteria.
To decide on the elements of remuneration package of all the Key Managerial Personnel i.e. salary, benefits, bonus, stock options, pensions, etc.
Recommendation of fee / compensation if any, to be paid to Non-Executive Directors, including Independent Directors of the Board.
Payment / revision of remuneration payable to Managerial Personnel.
While approving the remuneration, the committee shall take into account financial position of Company, trend in the industry, qualification, experience and past performance of the appointee.
The Committee shall be in a position to bring about objectivity in determining the remuneration package while striking the balance between the interest of the Company and shareholders.
Any other functions / powers / duties as may be entrusted by the Board from time to time.

Nomination and Remuneration Policy:

1. Introduction

Source Industries (India) Limited, believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, the company ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively. The Company recognizes the importance of Independent Directors in achieving the effectiveness of the Board. Source Industries (India) limited aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

The Company also recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the Company successfully.
b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.
c) Ensuring that remuneration involves a balance between fixed and incentive pays reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

2. Scope:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company and also for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

Source Industries (India) Limited

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a Director appointed to the Board of a Company.
3.2 “Nomination and Remuneration Committee" means the committee constituted by Source Industries (India) Limited Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) 2015
3.3 “Independent Director” means a Director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) 2015.
3.4 “Key Managerial Personnel” means
(i) The Chief Executive Officer or the Managing Director or the Manager;
(ii) The Company Secretary;
(iii) The Whole-time Director;
(iv) The Chief Financial Officer; and
(v) Such other officer as may be prescribed under the Companies Act, 2013

4. Selection of Directors and determining Directors independence:

4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that is relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:
General understanding of the Company's business dynamics, global business and social perspective;
Educational and professional background Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements:
Shall possess a Director Identification Number;
Shall not be disqualified under the Companies Act, 2013;
Shall give his written consent to act as a Director;
Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member, The Committee Meetings;
Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

Source Industries (India) Limited

4.1.4 The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NR Committee shall assess the independence of Directors at the time of appointment / reappointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.
4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) 2015 is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

i. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
(i) Who is or was not a promoter of the company or its holding, subsidiary or associate company;
(ii) Who is not related to promoters or directors in the company, its holding, subsidiary or associate company;
ii. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
iii. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
iv. who, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
- (A) A Firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
- (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting power of the company; Or
(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

Source Industries (India) Limited

(v) Is a material supplier, service provider or customer or a lessor or lessee of the company.
v. Shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company's business.
vi. Shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.
vii. Who is not less than 21 years of age
4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board
4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

5. Remuneration to Executive Directors, Key Managerial Personnel, Non-Executive Directors and other employees:

5.1.1 The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.
5.1.2 The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.
5.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retrial benefits
(v) Annual Performance Bonus
5.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives shall be reviewed by the NR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

Source Industries (India) Limited

5.2 Remuneration to Non-Executive Directors
5.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.
5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.
5.3 Remuneration to other employees
5.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent job.

Composition

Remuneration Committee of the Company consists of following Non-Executive & Independent Directors, which is as follows:

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MEETINGS AND ATTENDANCE DURING THE FINANCIAL YEAR:

Meetings:

The Remuneration Committee of the Board met 4 (Four) times during the year, the meetings was held for approval of Un- Audited Financial Results and Audited Financial results of the Company i.e. on:

29-05-2023 14-08-2023 29-08-2023 10-11-2023 14-02-2024

Attendance:

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Name No of Meetings Held No of Meetings Attended
Y MALLIKHARJUNA RAO (Chairman) 5 5
JAYA MAHADEV YERRAMSETTI 5 5
LAKSHMI SATYASRI NEKKANTI 5 5
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MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 14th February 2024, inter alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;
Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Source Industries (India) Limited

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's 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 separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

STAKEHOLDER RELATION SHIP COMMITTEE:

The Stakeholders Relationship Committee has been formed in compliance of Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 2 Non - Executive independent Directors and 1 Non-Executive Non Independent.

Composition

The Committee comprises of the following members:

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The Stakeholders Relationship Committee met 4 times during the previous year. The said committee met on

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Attendance:

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Name No of Meetings Held No of Meetings Attended
Y MALLIKHARJUNA RAO (Chairman) 4 4
JAYA MAHADEV YERRAMSETTI 4 4
LAKSHMI SATYASRI NEKKANTI 4 4
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The Committee reviews the security transfers/transmissions, process of dematerialization and the investors' grievances and the systems dealing with these issues.

In accordance with Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) 2015, the Board has authorized the Compliance Officer, to approve share transfers / transmissions and comply with other formalities in relation thereto.

There were no complaints pending for redressed during the year under review. There was no pending transfer as on 31st March, 2024.

Source Industries (India) Limited

Terms of reference:

The terms of reference of the Stakeholders Relationship Committee are as under:

i) Redressed of grievances of shareholders, debenture holders and other security holders
ii) Transfer and transmission of securities.
iii) Dealing with complaints related to transfer of shares, non-receipt of declared dividend, no receipt of Balance Sheet etc.
iv) Issuance of duplicate shares certificates.
v) Review of dematerialization of shares and related matters.
vi) Performing various functions relating to the interests of shareholders/investors of the Company as may be required under the provisions of the Companies Act, 2013, Listing Agreement with the Stock Exchanges and regulations/guidelines issued by the SEBI or any other regulatory authority

REMUNERATION OF DIRECTORS

(a) All pecuniary relationship or transactions of the non-executive directors

Non-Executive Directors including Independent Directors are entitled to sitting fee for the Board and Committee meetings attended by them and Commission not exceeding 1% of of the net profits of your Company computed in the manner laid down in Section 198 of the Companies Act, 2013, which is approved by the shareholders.

(b) Criteria of making payments to non-executive directors

Keeping in view the size, scale and complexity of the Company's operations and the level of involvement of the non-executive directors in the supervision and control of your Company and their guidance for the growth of the Company as members of the Board and also as Chairman or Members of the relevant Committees of the Board, the Board and Shareholders decided that such remuneration/commission should be commensurate with their roles which have undergone significant qualitative changes.

(c) Disclosures with respect to remuneration (in addition to disclosures required under the Companies Act, 2013):

(i) All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc for the FY 2023-24:

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Name of Director Relationship Salary Received Perquisites & allowances
SUDHAKAR NAVATH Managing Director Nil Nil
YERRAPRAGADA Independent Director Nil Nil
MALLIKARJUNA RAO
JAYA MAHADEV Independent Director Nil Nil
YERRAMSETTI
LAKSHMI SATYASRI Non Executive Non Nil Nil
NEKKANTI Independent Director
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(ii) Details of fixed component and performance linked incentives, along with the performance criteria: No Director is paid any fixed component nor performance linked incentives.

(iii) Service contracts, notice period, severance fees: A separate contract of employment was entered with each of the Executive Directors with terms and conditions of appointment as per the HR Policy of the Company and approved by the Board.

Source Industries (India) Limited

(iv) Stock option details, if any including issue at a discount as well as the period over which accrued and over which exercisable: The Company has not issued any stock options.

The Committee, along with the Share Transfer Agents of the Company follows the policy of attending to the complaints, if any, within seven days from the date of its receipt.

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Name & Designation of the Compliance Officer : RAJSHREE KAPOOR
(Company Secretary)
No. of shareholders complaints received during the Financial Year : 0
No. of complaints solved to the satisfaction of the share holders : 0
No. of pending complaints : Nil
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VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

The Whistle Blower Policy is of the Company is also posted on the website of the Company.

LOCATION AND TIME WHERE THE LAST THREE AGMS HELD:

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Year Day, Date and Time Location Special Resolution
Wednesday, Hotel Inner Circle, 1.Re-Appointment of Mr.
2022-2023 27.09.2023 At Raj Bhavan Rd, Sudhakar Navath as Managing
10:30. AM Somajiguda, Hyderabad, Director of the Company.
Telangana 500082
Friday, Hotel Inner Circle, Raj Bhavan NA
2021-2022 30.09.2022 At Rd, Somajiguda, Hyderabad,
10:30. AM Telangana 500082
Thursday, Hotel Inner Circle, Raj 1. To Appoint Mr. Jaya Mahadev
2020-2021 30.09.2021 At Bhavan Rd, Somajiguda, Yerramsetty as independent Di-
10:30. AM Hyderabad, Telangana rector of the company.
500082 2. To Appoint Mr. Sudhakar
Navath as Managing Director of
the company
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Mr. Jineshwar Kumar Sankhala, Company Secretary in Practice (M/s. P. S. Rao & Associates), conducted the remote e-voting and e-voting process during the previous Annual General Meeting.

The Company had not conducted any postal ballot during the previous 3 financial years.

There are no Special Resolutions Moved in the 2021-2022

Source Industries (India) Limited

MEANS OF COMMUNICATION:

The quarterly, half yearly and annual results are generally published in widely circulating national and local dailies such as Business standard and Nava Telangana from time to time within 48 Hours from time of Board Meeting. These are not sent individually to the shareholders.

The financial results are displayed on the website of the Company - www.sourceindustriesindia.com and also in the websites of BSE Limited. The Company's website also displays official press releases and other disclosures submitted to stock exchanges.

GENERAL SHAREHOLDER INFORMATION:

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AGM The 40 [th] Annual General Meeting of the Company will be held on
Monday, 30th September, 2024 at 10.30 A.M. at Hotel Inner Circle
Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082.
Financial Year 1 [st] April 2023 to 31 [st] March 2024
Listing on Stock Exchanges The shares of the Company are listed at BSE Limited (The company
has paid the listing fees to the above Stock Exchange)
Dividend Payment Date NA
Scrip Code 521036
Demat ISIN Number Under the Depository System the International Securities
Identification Number (ISIN) allotted to the Company’s Equity Shares
by NSDL & CDSL INE695C01015
Registrar and Transfer Agents M/s. Bigshare Services Private Limited,
Flat No. 306, right wing 3rd floor, Amrutha Ville,
Opp: Yashodha Hospital,Somajiguda,
Rajbhavan Road, Hyderabad-500082
Share Transfer System All the physical share transfers received are processed by the Share
Transfer Agents M/s. Bigshare Services Private Limited, Hyderabad.
The Company’s shares are being traded in compulsory Demat form.
The Company has entered into agreement with both NSDL and CDSL
to dematerialize its shares, which enable the Company’s shares to
be transferred electronically through Depositories System.
Performance in comparison to
broad-based indicies such as NA
BSE sensex, CRISIL index etc
Commodity Price Risk and
Commodity Hedging Risk NA
List of Credit Rating obtained
during the year for all debt NA
instrument
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Source Industries (India) Limited

Market Price Data: High, Low (Based on the closing prices) and number of shares traded during each month in the last financial year onthe BSE Limited:-

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BSE Limited
Total No. of
Month High (Rs.) Low (Rs.)
Shares Traded
Apr-23 2.75 2.57 761
May-23 2.75 2.75 120
Jun-23 2.75 2.70 178
Jul-23 2.85 2.70 1250
Aug-23 2.85 2.85 169
Sep-23 2.90 2.90 200
Oct-23 3.04 2.90 900
Nov-23 3.19 3.19 100
Dec-23 3.19 3.19 900
Jan-24 3.34 3.34 7799
Feb-24 0 0 0
Mar-24 3.34 3.18 6603
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The securities of the Company are not suspended from trading during the financial year ended March 31, 2024.

Share Price Performance :

Comparison with BSE Sensex

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Source Industries (India) Limited

Distribution of Shareholding (as on March 31, 2024):

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Sl Category No. No. of share- % to Share Amount % of Total
No of Shares holders Capital (In Rs) Accounts
1 1 - 5000 28424 98.30 32144460 28.23
2 5001 - 10000 300 1.04 2465320 2.17
3 10001 - 20000 90 0.31 1316850 1.11
4 20001 - 30000 17 0.06 412830 0.45
5 30001 - 40000 10 0.03 342960 0.27
6 40001 - 50000 13 0.04 622620 0.51
7 50001 -100000 22 0.08 1627170 1.47
8 100001 and above 40 0.14 75098890 65.76
TOTAL: 28916 100 114031100 100
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Source Industries (India) Limited

 SHAREHOLDING PATTERN AS ON 31[st] MARCH 2024:

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Sl. No. of %of
Category
No Shares Held Shareholding
A1 SHAREHOLDING OF PROMOTERS
& PROMOTER GROUP
INDIAN
Individuals/Hindu Undivided Family 14,86,210 13.03
- -
Central Government /State Government(s)
- -
Bodies Corporate
Financial Institutions/Banks - -
Sub Total of A1 14,86,210 13.03
A2 FOREIGN
- -
Individuals (Non-Residents)
- -
Bodies Corporate
Institutions - -
- -
Any Other (Specify)
Sub Total of A2 - -
TOTAL PROMOTERS SHAREHOLDING ( A1 +A2) 14,86,210 13.03
B PUBLIC SHAREHOLDINGS
1Institutions
Mutual Funds and UTI - -
Banks/Financial Institutions - -
Central Government/State Government - -
- -
Venture Capital Funds
- -
Insurance Companies
- -
Foreign Institution Investor
- -
Foreign Venture Capital Investors
- -
Any Other (Specify)
Sub Total B1 - -
Non Institutions -
Bodies Corporate 1212109 10.63
B2 Individuals
Directors and their relatives (excluding independent
directors and nominee directors). 200000 1.75
Individuals share holders holdings nominal
share capital upto Rs. 2 Lakhs 3868067 33.92
Individual Shareholding holding nominal
share capital in excess of Rs. 2 Lakhs 4633223 40.63
Non Resident Indians (NRI's) 1101 0.01
Any Other (Specify) 2400 0.02
Sub Total B2 9916900 86.97
TOTAL OF PUBLIC SHAREHOLDING (B1+B2) 9916900 86.97
C Shares held by Custodian and against which
- -
Depository Receipts have been issued
TOTAL (B1+B2) 11403110 100
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Source Industries (India) Limited

Dematerialization of shares and liquidity:

Since the Company has already entered into agreement with both the depositories, viz., NSDL and CDSL for dematerialization of its shares, the shareholders are free to dematerialize their shares and keep them in dematerialized from with any Depository Participant.
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity : NIL
Securities suspended from trading: Not applicable
Share Transfer System: The Share transfers are effected within 15 days from the date of lodgment for transfer, Transmission sub-division, Consolidation, renewal etc., if the documents are in order in all respects, in line with Schedule VII to the Listing Regulations and such modified share Certificates are delivered to the shareholders immediately.
Compliance Certificate: Certificate from P S Rao & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Goverance as stipulated under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 is attached to the Directors' Report and forms part of this 40th Annual Report
Address for correspondence : Mr. N.Sudhakar

Managing Director Source Industries (India) Limited Flat No-301, DBN Padmavathi Arcade, 6-3-709/A/10/A, Punjagutta, Officers Colony, Punjagutta, Hyderabad, TG 500082 IN Phone: 040 - 42014389 Email Id: [email protected] Website: www.sourceindustriesindia.com

Registrar and Transfer Agents: Bigshare Services Pvt. Ltd,
306, Right Wing, Amrutha Ville, Opp. Yashoda Hospital, Somajiguda, Raj Bhavan Road, Hyderabad-500082 E-mail: [email protected]
Contact Person : Contact Person Name: Mr. N.Sudhakar
Tel: 91·49·2337 4967, 23370295 Fax: 91-40-23370295

DISCLOSURES:

a. The particulars of transactions between the Company and its related parties are set out at Notes to financial statements. However these transactions are not likely to have any conflict with the Company's interest. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the weblink
b. There are no non-compliances in the last three years by the Company on any matter related to Capital Market and there were no penalties imposed nor strictures passed on the Company by any Stock Exchange, SEBI or any other Statutory Authority during the year.
c. The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases. No person has been denied access to the Chairman of the Audit Committee. The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority,

Source Industries (India) Limited

fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

d. The Whistle Blower Policy of the Company is also posted on the website of the Company.
e. The Company has posted the Code of Conduct for Directors and Senior Management on its website. f. The Company has complied with the mandatory requirements of SEBI (Listing Obligations & Disclosure Requirements) 2015.
g. The Company has complied with the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The status of compliance with the discretionary requirements under Regulation 27(1) of SEBI Listing Regulations.
h. Disclosure of commodity price risks and commodity hedging activities- NA i. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) - The Company has not raised any funds during the year under review
j. Policy on dealing with Related Party Transactions and Policy for determining material subsidiaries may be accessed on our website.
k. A certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority has been enclosed as separately to this report.
l. Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year- There are no such instances during the year and the Board considered and accepted the recommendations of all the Committees.
m. Total fees for all services paid by the listed entity to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part- 89,000/-
n. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action. The Company has not received any complaint on sexual harassment during the year

o. Disclosure by listed entity and its subsidiaries of 'Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount:

No Loans and Advances given/taken Loans and advances in the nature of loans to firms/ companies in which directors are interested.

Source Industries (India) Limited

p. Disclosure with respect to demat suspense account/ unclaimed suspense account: N.A

q. The Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also adopted the discretionary requirements as specified in Part E of Schedule II of the Regulations and the same may be referred at point no. 10 hereunder.
r. Non-compliance of any requirement of corporate governance report, with reasons thereof:

All the corporate governance requirements are complied with.

s. The extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted:

Discretionary Requirements:

The Company has adopted / complied with the discretionary requirements specified in Part E of Schedule II as detailed below:

i. The Board:

Maintenance of Office to the Non-Executive Chairperson at the Company's expense: This is not applicable as the Chairperson of the Company is an Executive Director.

ii. Shareholders' rights:

All the quarterly financial results are placed on the Company's website, : i.e., sourceindustries india.com apart from publishing the same in the Newspapers.

iii. Modified opinion(s) in audit report:

There are no modified opinions in the Audit Reports.

iv. Reporting of Internal Auditor:

The Internal Auditor reports to the Chairman of the Audit Committee directly.

Compliance Certificate: Certificate from P S Rao & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 is attached to the Directors' Report and forms part of this 40[th] Annual Report.

CEO & CFO certification: The Executive Director of the Company gives annual certificates on financial reporting and internal controls to the board in accordance with Part B Schedule II of SEBI (Listing Obligations & Disclosure Requirements) 2015

Secretarial Audit:

a) M/s P S Rao & Associates, Practicing Company Secretaries have conducted a Secretarial Audit of the Company for the year 2023-24. Their Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act and the Rules made there under, SEBI Listing Regulations and other laws applicable to the Company. The Secretarial Audit Report forms part of the Directors' Report.
b) Pursuant to Regulation 40(9) of the SEBI Listing Regulations, certificates have been issued on a half yearly basis, by M/s. P S Rao & Associates, Practicing Company Secretaries, certifying due compliance of share transfer formalities by the Company.
c) M/s P S Rao & Associates, Practicing Company Secretaries carry out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total

Source Industries (India) Limited

number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

d) The Company has complied with the Corporate Governance requirements specified in Regulations 17 to 27 and Regulation 46 (2) (b) to (i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details follow

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Regulation Particulars of regulations Compliance
status (Yes/No)
17 Board of directors Yes
18 Audit committee Yes
19 Nomination and Remuneration committee Yes
20 Stakeholders Relationship committee Yes
21 Risk Management committee NA
22 Vigil mechanism Yes
23 Related party transactions Yes
24 Corporate Governance requirements with
respect to Subsidiary of listed entity NA
25 Obligations with respect to Independent directors Yes
26 Obligation with respect to Directors and Senior Management Yes
27 Other Corporate Governance requirements Yes
46(2) (b) to (i) Website Yes
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DECLARATION OF MANAGING DIRECTOR ON COMPLIANCE WITH CODE OF CONDUCT AND ETHICS

SOURCE INDUSTRIES (INDIA) LIMITED has adopted Code of Business Conduct and Ethics ("the code") which applied to all the employees and Director of the Company. Under the Code, it is responsibility of all employees and Directors to familiarize themselves with the Code and comply with its Standards.

In accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, I, Sudhakar Navath, Managing Director of the company, hereby declare that the board members and the Senior Management personal have affirmed compliance with the code of Conduct of the Company for the year ended March 31, 2024.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 14th February 2024, inter alia, to discuss:

Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting.

POLICY FOR DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR MAKING DISCLOSURES TO STOCK EXCHANGES:

As required under Regulation 30 of the Listing Regulations, the Board of directors of the Company approved the Policy for determining materiality of an event or information and for making disclosures to Stock

Source Industries (India) Limited

Exchanges effective from December 1, 2015 and has been hosted on the website of the Company www.sourceindustries.com

PRESERVATION OF DOCUMENTS:

The Company adopted the policy on preservation of documents in accordance with the Regulation 9 of the Listing Regulations, which was placed on the Website of the Company www.sourceindustries.com

CORPORATE GOVERNANCE REQUIREMENTS WITH REFERENCE TO SUBSIDIARY COMPANIES:

Your company does not have any material subsidiary as per the SEBI(LODR) Regulations, 2015. However, your company does not have any subsidiary company.

PROHIBITION OF INSIDER TRADING:

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct for regulating, monitoring and reporting of trading by insiders. This Code also provides for periodical disclosures from the designated Persons and their immediate Relatives as well as pre-clearance of transactions by such persons as per the thresholds mentioned in the code.

The code is applicable to Designated Persons and their Immediate relatives who are likely or may reasonably be expected to have access to the unpublished price sensitive information relating to the Company and the same is being implemented as a self-regulatory mechanism.

Compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to mandatory requirements and Auditors Certificate on Corporate Governance: As required under SEBI Listing Regulations, the Auditor's Certificate on compliance of the Corporate Governance norms is attached.
Particulars about Directors proposed for appointment as well as the Directors who retire by rotation and are eligible for re-appointment indicating their shareholding in the Company have been given in the annexure attached to the Notice of the Annual General Meeting.
The Chief executive officer and Chief Financial Officer have certified to the Board in accordance with Regulation 33(2)(a) of SEBI Listing Regulations pertaining to CEO and CFO certification for the Financial Year ended 31st March, 2024 and the same is annexed herewith.
Disclosure of certain types of agreements binding listed companies (Information disclosed under clause 5A of paragraph A of Part A of Schedule III of Listing regulations): Not Applicable
Disclosures with respect to demat suspense account/ unclaimed suspense account: Not Applicable

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

In terms of SEBI (LODR) Regulations, 2015, I hereby confirm that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the respective Codes of Conduct, as applicable to them for the year ended 31st March, 2024.

Place: Hyderabad Date : 05.09.2024

Sd/N.Sudhakar Managing Director DIN: 06785232

Source Industries (India) Limited

MANAGING DIRECTOR AND CHIEF FINANCE OFFICER CERTIFICATE:

To,

The Board of Directors, Source Industries (India) Limited

We, the undersigned to the best of our knowledge and on behalf, certify that:

We have reviewed the Balance Sheet and Profit and Loss Account and all its schedules and notes on accounts as well as the Cash Flow Statement for the year ended 31.03.2024 and that to the best of our knowledge and belief:
a. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
b. The financial statements and other financial information included in this report present true and fair view of the Company's affairs and are in compliance with existing accounting standards and applicable laws and regulations.
To the best of our knowledge and belief, there are no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company's code of conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.
We have indicated to the Auditors and the Audit Committee:
a) There has not been any significant change in internal control over financial reporting during the year under reference;
b) There has not been any significant changes in accounting policies during the year under reference; and
c) We are not aware of any instances during the year of significant fraud, with involvement there in of the management or any employee having a significant role in the Company's internal control system over financial reporting.

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Sd/- Sd/-
N.Sudhakar Visweswara Rao Kothapalli
Managing Director CFO
DIN: 06785232
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Place: Hyderabad Date : 05.09.2024

Source Industries (India) Limited

CERTIFICATE REGARDING CORPORATE GOVERNANCE

To The Members, SOURCE INDUSTRIES (INDIA) LIMITED Hyderabad

We have examined the compliance of the conditions of Corporate Governance by SOURCE INDUSTRIES (INDIA) LIMITED (hereinafter referred to as "the Company") for the year ended March 31, 2024, as stipulated in Chapter IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We conducted our examination of the Corporate Governance Report in accordance with the established systems and procedures selected by us depending on our judgment, including assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. The procedures include, but are not limited to, verification of secretarial records and other information of the Company, as we deem necessary to arrive at an opinion.

Based on the procedures performed by us as mentioned above and according to the information and explanations provided to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations as applicable for the year ended March 31, 2024.

We further state that such compliance is neither an assurance as to the financial viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For P.S. Rao & Associates Company Secretaries

Sd/Jineshwar Kumar Sankahala Company Secretary ACS No.: 21697 C.P. No.: 18365 UDIN: A021697F001144335

Date : 05.09.2024 Place: Hyderabad

Source Industries (India) Limited

CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

The Members, SOURCE INDUSTRIES (INDIA) LIMITED Hyderabad

We have examined the relevant records, forms, returns and disclosures received from the directors of SOURCE INDUSTRIES (INDIA) LIMITED having CIN: L45400TG1984PLC004777and having registered office at Flat No-301, DBN Padmavathi arcade, 6-3-709/A/10/A, Punjagutta officers colony, Punjagutta, Hyderabad-500082, Telangana (hereinafter referred to as "the Company") produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with subclause 10(i) of Para C of Schedule V to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Director Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and the explanations furnished to us by the Company & its officers, we hereby certify that none of the directors on the Board of the Company for the financial year ended March 31, 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 other statutory authority.

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Sr. Name of Director Nature/ Category of DIN Date of
No. Directorship Appointment
1 Sudhakar Navath Managing Director 06785232 14.11.2017
2 Lakshmi Satyasri Nekkanti Non-Executive Director
Non Independent Director 07223878 30.06.2015
3 Yerrapragada Mallikarjuna Rao Independent Director 00905266 01.04.2009
4 Jaya Mahadev Yerramsetti Independent Director 06661103 14.08.2013
----- End of picture text -----

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

For P.S. Rao & Associates Company Secretaries

Sd/Jineshwar Kumar Sankahala Company Secretary ACS No.: 21697 C.P. No.: 18365 UDIN: A021697F001144247

Date: 05.09.2024 Place: Hyderabad

Source Industries (India) Limited

Annexure E

Information pursuant to Section 197 of the Act Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary during the financial year 2023-24 and Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2023-24:

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Name of the Director/ Remuneration of % increase in Ratio of the
Key Managerial Director KMP for the Remuneration remuneration to
Personnel financial year 2023-24 in the financial the median
year of 2023-24 the employees
- -
Rajshree Kapoor 2,04,000
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Note: The median remuneration of employees of the Company during the financial year was Rs. 30000/-

B. B. The percentage increase in the median remuneration of employees in the financial year: Nil
C. The number of permanent employees on the rolls of company: 5
D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average decrease in the salaries of employees other than the managerial personnel in 2023-24 was 8.63%. The Percentage increase in the managerial remuneration for the same financial year was Nil.

E. Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

By order of the Board For Source Industries (India) Limited

Sd/Sd/Sudhakar Navath Lakshmi Nekkanti Satyasri Managing Director Director Place: Hyderabad (DIN: 06785232) (DIN: 07223878) Date : 05.09.2024

Source Industries (India) Limited

INDEPENDENT AUDITOR’S REPORT

To

The Members of Source Industries (India) Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying financial statements of Source Industries (India) Limited ("the Company"), which comprise the Balance Sheet as on March 31, 2024 and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Key Audit Matters :

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We do not have any key audit matters that needs to be communicated in our report.

Information Other than the Financial Statements and Auditor’s Report thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Source Industries (India) Limited

Management’s Responsibility for the Financial Statements

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

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

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibility for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Source Industries (India) Limited

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

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

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

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

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our auditwe report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) During the year, the company has no branch offices hence reporting under section 143(8) of the act is not applicable to the company.
d) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
e) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
f) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197 of the Act, as amended:

In our opinion and based upon the audit procedures performed and the information and explanation given by the management, the provisions of section 197 read with Schedule V to the Act is compiled by the company.

Source Industries (India) Limited

i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
- i. The Company does not have any pending litigations which would impact its financial position.
- ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
- iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
- iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
  - (b) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries ") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
  - (c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
- v. During the year the company has not declared any dividend. Therefore compliance with section 123 of the act was not applicable.
- vi. Based on our examination, which included test checks, the Company has used accounting software’s for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software’s. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.
  - “As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
As required by the Companies (Auditor's Report) Order, 2020("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For M N Rao & Associates Chartered Accountants FRN.No. 005386S

Place: Hyderabad Date : 28-05-2024

Sd/(M V Ratnam) Partner Membership No.008314 UDIN: 24008314BKAILX3267

Source Industries (India) Limited

Annexure-A to the Auditors' Report (referred to in paragraph 1 of our Report of even date to the Members of "Source Industries (India) Limited" for the year ended March 31, 2024)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

i. (a) As the Company does not hold any property, plant and equipment, bearer plants, capital work-inprogress, investment properties and relevant details of right-of-use assets, intangible assets, reporting under clause 3(i) of the Order is not applicable to the company.
ii. (a) The Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable to the company.
(b) According to the information and explanations given to us, at any point of time of the year, the Company has not been sanctioned any working capital facility from banks or financial institutions and hence reporting under clause 3(ii)(b) of the Order is not applicable.
iii. The Company has not made any investments in, provided any guarantee or security, and granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, and hence reporting under clause 3(iii) of the Order is not applicable to the company.
iv. Based on the records examined by us in the normal course of audit, the company has not given any loans, or provided any guarantee or security as specified under Section 185 and 186 of the Companies Act, 2013. Therefore the requirement to report on clause 3(iv) of the Order is not applicable to the Company.
v. Based on the records examined by us in the normal course of audit, the Company has not accepted any deposits from the public or accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended), to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order are not applicable to the Company.
vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for any of the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the Company.
vii. (a) Based on the records examined by us in the normal course of audit, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
(b) Based on the records examined by us in the normal course of audit, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, Goods and Service Tax outstanding on account of disputes.
viii. Based on the records examined by us in the normal course of audit, Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
ix. (a) Loans amounting to Rs. 21.81 Lakhs outstanding as at 31 March 2024 are repayable on demand and terms and conditions for payment of interest thereon have not been stipulated. According to the information and explanations given to us, such loans and interest thereon have not been demanded for repayment during the financial year. Considering the above, in our opinion, the

Source Industries (India) Limited

Company has not defaulted in the repayment of loans or other borrowings, or in the payment of interest thereon to any lender during the year.

(b) The Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority.
(c) Based on the records examined by us in the normal course of audit, the Company has not taken any term loans during the year hence reporting under clause 3(ix)(c) of the Order is not applicable.
(d) On an overall examination of the financial statements of the Company, no funds raised on shortterm basis have been used for long-term purposes by the company.
(e) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under clause 3(ix)(e) of the Order is not applicable.
(f) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under clause 3(ix)(f) of the Order is not applicable.
x. (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
xi. (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year.
xii. The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us, the company is in compliance with section 177 and 188 of the Companies Act, 2013, where applicable, for all the details of the related party transactions have been disclosed in the notes to the financial statements as required by the applicable accounting standards.
xiv. (a) Based on the information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
xv. In our opinion and according to the information and explanations given to us, Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence, Provisions of section 192 of the Act, are not applicable and accordingly, requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a),(b) and (c) of the Order is not applicable to the Company.

Source Industries (India) Limited

(b) There is no Core Investment Company as a part of the group. Accordingly, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.
xvii. The Company has incurred cash losses amounting to Rs.14.55 lakhs during the financial year covered by our audit and Rs. 7.56 lakhs in the immediately preceding financial year.
xviii.There has been no resignation of the statutory auditors during the year and accordingly requirement to report on clause 3(xviii) of the Order is not applicable to the Company.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
xx. The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the company.

For M N Rao & Associates Chartered Accountants FRN.No. 005386S

Sd/-

M V Ratnam

Place: Hyderabad Date : 28-05-2024

Partner Membership No.008314 UDIN: 24008314BKAILX3267

Source Industries (India) Limited

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SOURCE INDUSTRIES (INDIA) LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

To the Members of Source Industries (India) Limited

We have audited the internal financial controls over financial reporting of Source Industries (India) Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

Source Industries (India) Limited

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) Provide rreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M N Rao & Associates Chartered Accountants FRN.No. 005386S

Sd/-

M V Ratnam

Place: Hyderabad Date : 28-05-2024

Partner Membership No.008314 UDIN: 24008314BKAILX3267

Source Industries (India) Limited

Balance Sheet as at 31st March 2024

aance ee as a s	aance ee as a s	rc Amount in Rs. 000's	rc Amount in Rs. 000's
Particulars	Notes	March 31, 2024	March 31, 2023
I. ASSETS (1) Non-current assets (a) Property, Plant and Equipment (b) Capital work-in-progress (c) Other assets (d) Financial Assets (i) Investments (iii) Loans and advances (e) Deferred tax assets (net) (f) Other non-current assets Total non current assets (2) Current Assets (a) Financial Assets (i) Trade receivables (ii) Cash and cash equivalents (b) Other current assets Total current assets TOTAL ASSETS II. EQUITY AND LIABILITIES (1) Equity (a) Equity share capital (b) Other equity Total equity (3) Non current liabilities (a) Financial liabilities (i) Borrowings (b) Deferred tax liability (c) Provisions (d) Other liabilities Total Non Current Liabilities (4) Current liabilities (a) Financial liabilities (i) Trade payables (ii) Other financial liabilities (b) Other current liabilities (c) Short-term provisions (d) Liabilities for current tax (net) Total Current liabilities TOTAL EQUITY AND LIABILITIES	2 3 4 5 6 7 8 9 10	- - - - 181.60 - -	- - - - 181.60 - -
		181.60	181.60
		150.00 5.99 120.80	150.00 10.01 130.00
		276.79	290.01
		458.39	471.61
		1,140.31 -711.09	1,140.31 -696.54
		429.22	443.77
		22.37 - - -	21.88 - - -
		22.37	21.88
		- 0.87 5.93 - -	- 0.87 5.09 - -
		6.80	5.96
		458.39	471.61
Notes forming part of the financial statements 1-20
As per our report of even date attached For M N Rao and Associates For and on behalf of the Board of Directors Chartered Accountants Source Industries (India) Limited Firm Regn. No. 005386S CIN:L45400TG1984PLC004777 Sd/- Sd/- Sd/- M V Ratnam Sudhakar Navath Lakshmi SatyaSri Nekkanti Partner Director Director Membership No. 008314 DIN 06785232 DIN: 07223878 Sd/- Sd/- Place: Hyderabad Tulika Srivastava Visweswara Rao Kothapalli Date : 28-05-2024 Company Secretary Chief Financial Officer

Source Industries (India) Limited

Source Industries (India) Limited	Source Industries (India) Limited	Source Industries (India) Limited	Source Industries (India) Limited
Statement of Profit and Loss for the year ended 31st March 2024 Amount in Rs. 000's
Particulars	Notes	March 31, 2024	March 31, 2023
Revenue I. Revenue from Operations II. Other income III. Total Income (I+II) IV. Expenses Cost of raw materials consumed Employee Benefits Expenses Depreciation and Amortization Expenses Finance costs Other Expenses Total Expenses (IV) V. Profit/(loss) before Tax (III - IV) VI. Tax expense: 1. Current tax 2. Deferred tax 3. MAT credit VII. Profit/(Loss) for the year VIII. Other comprehensive income A. (i) Items that will not be reclassified to profit or loss Remeasurement of Investments Remeasurements of leave encashment on employee benefits (ii) Items that will be reclassified to profit or loss Foreign currency translation differences B (i) Income tax relating to items that will not be reclassified to profit or loss Total other comprehensive income net of taxes IX. Total comprehensive income for the period X. Earnings per equity share 1. Basic 2. Diluted	11 12 13 14 15	6.57 -	5.20 -
		6.57	5.20
		- 4.56 - 0.01 16.56	- 4.32 - 0.01 8.43
		21.13	12.76
		-14.55	-7.56
		- - -	- - -
		-14.55	-7.56
		- - - - -	- - - - -
		-	-
		-14.55	-7.56

		-0.13	-0.07
		-0.13	-0.07
Notes forming part of the financial statements	1-20

As per our report of even date attached

For M N Rao and Associates Chartered Accountants Firm Regn. No. 005386S

For and on behalf of the Board of Directors Source Industries (India) Limited CIN:L45400TG1984PLC004777

Sd/-

M V Ratnam Partner Membership No. 008314

Place: Hyderabad Date : 28-05-2024

Sd/Sudhakar Navath Director DIN 06785232 Sd/Tulika Srivastava Company Secretary

Sd/Lakshmi SatyaSri Nekkanti Director DIN: 07223878

Sd/Visweswara Rao Kothapalli Chief Financial Officer

Source Industries (India) Limited

Cash Flow Statement For The Year Ended 31-03-2024

Cash Flow Statement For The Year Ended 31-03-2024
	Amount in Rs. 000's
Particulars	March 31, 2024	March 31, 2023
A. Cash Flows From Operating Activities: Net Profit before tax Adjustments for: Less: 1. Depreciation(Net) 2. Raw Material written off Changes in current assets and liabilities Adjustments for Working Capital Inventories Debtors Loans & Advances Other Current Assets Short term Borrowings Other Payables Other Current Liabilities Cash used(-)/(+)generated from operating activities (a) B. Cash Flows From Investing Activities: (Increase)/Decrease in Investments Cash used(-)/(+)generated in investing activities (b) C. Cash Flows From Financing Activities: Increase/(Decrease) in Borrowings Cash used(-)/+(generated) in financing activities (c ) D. Net increase(+)/decrease (-) in cash and cash equivalents (d=a+b+c) E. Cash & Equivalent at the beginning of the year (e ) F. Cash & Equivalent at the end of the year (f = d+e) Cash & Cash Equivalents comprise: Cash in Hand Balance with Banks in Current A/c Balance with Banks in Deposit A/c Total Cash & Cash Equivalents :	(14.55) - -	(7.6) - -
	(14.55)	(7.6)
	- - 9.20 - - 0.84	- - 13.0 - 0.2 0.5
	(4.52)	6.1
	-	-
	-	-
	0.49	(4.0)
	0.49	(4.0)
	(4.02)	2.1
	10.01	7.9
	5.99	10.0
	4.49 1.50 -	8.5 1.5 -
	5.99	10.0

As per our Report of even date

For M N Rao and Associates Chartered Accountants Firm Regn. No. 005386S

For and on behalf of the Board of Directors Source Industries (India) Limited CIN:L45400TG1984PLC004777

Sd/-

M V Ratnam Partner Membership No. 008314

Place: Hyderabad Date : 28-05-2024

Sd/Sd/Sudhakar Navath Lakshmi SatyaSri Nekkanti Director Director DIN 06785232 DIN: 07223878 Sd/Sd/Tulika Srivastava Visweswara Rao Kothapalli Company Secretary Chief Financial Officer

Source Industries (India) Limited

==> picture [446 x 600] intentionally omitted <==

----- Start of picture text -----

- -
in Rs.
1,14.031 1,14,031 1,14,031
- -
Number
1,14,03,110 1,14,03,110 1 1,14,03,110
Particulars
Statement of changes in equity A. Equity share capital Balance as on 1 April 2022 Changes in equity share capital during the year Balance as on 31 March 2023 Changes in equity share capital during the year Balance as on 31 March 2024
----- End of picture text -----

Source Industries (India) Limited

Total Other Equity attributable to Equity holders	(688.98)	(7.56)	-	-	(696.54)	(696.54)	(14.55)	-	-
Retained Earnings	(788.80)	(7.56)	-	-	(796.37)	(796.37)	(14.55)	-	-
Securities Premium Reserve	57.03	-	-	-	57.03	57.03	-	-	-
Investment allowance Reserve	22.80	-	-	-	22.80	22.80	-	-	-
General Reserve	20.00	-	-	-	20.00	20.00	-	-	-
Particulars	Opening Balance as at 1 April 2022	Profit for the Year	Other Comprehensive income	Dividend tax and Interim Dividend	Closing Balance as at 31 March 2023	Balance as at 1 April 2023	Profit for the Year	Other Comprehensive income	Dividend tax and Interim Dividend

Source Industries (India) Limited

Notes forming part of financials statements

Notes forming part of financials statements
Note 2	Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Financial Asssets - Non-Current Loans and Advances Unsecured, Considered Good (i) Loans to employees (ii) Advance for capital goods	- 181.60	- 181.60
Total	181.60	181.60
Note 3	Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Trade Receivables Unsecured Considered good Considered doubtful Less: Allowances for doubtful debts	150.00	150.00
	150.00 -	150.00 -
Total	150.00	150.00

Trade Receivables ageing schedule for the year ended March 31,2024:

Particulars	Outstanding from due date of payment	Outstanding from due date of payment	Outstanding from due date of payment	Outstanding from due date of payment
	Less than 6 months	6 Months - 1 year	1-2 years	2-3 Years	Total
(i) Undisputed Trade receivables- considered good (ii) Undisputed Trade Receivables- which have signifiant increase in Credit risk (iii) Undisputed Trade Receivables- Credit impaired	- - -	- - -	- - -	150.00 - -	150.00 - -
Total	-	-	-	150.00	150.00

Source Industries (India) Limited

Trade Receivables ageing schedule for the year ended March 31,2023:

Trade Receivables ageing schedule	for the year ended March 31,2023:	for the year ended March 31,2023:	for the year ended March 31,2023:	for the year ended March 31,2023:
Particulars	Outstanding from due date of payment
	Less than 6 months	6 Months - 1 year	1-2 years	2-3 Years	Total
(i) Undisputed Trade receivables- considered good (ii) Undisputed Trade Receivables- which have signifiant increase in Credit risk (iii) Undisputed Trade Receivables- Credit impaired	- - -	- - -	- - -	150.00 - -	150.00 - -
Total	-	-	-	150.00	150.00

Note 4 Amount in Rs. 000's	Note 4 Amount in Rs. 000's	Note 4 Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Cash and cash equivalents (a) Balances with Banks - Current Accounts - Deposit Accounts - Cash on Hand	1.50 - 4.49	1.52 - 8.49
Total	5.99	10.01
Note 5 Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Other current assets Other receivables Prepaid expenses TDS Receivable	120.80 - -	130.00 - -
Total	120.80	130.00

Source Industries (India) Limited

Source Industries (India) Limited	Source Industries (India) Limited	Source Industries (India) Limited
Note 6 Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Equity Share Capital (i) Authorised 1,20,00,000 Equity shares of Rs 10 each (ii) Issued Subscribed and fully paid up: 1,14,03,110 Equity Shares of Rs 10 each fully paid-up	1,200.00 1,140.31	1,200.00 1,140.31
Total	1,140.31	1,140.31

i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

Particulars	31-03- 2024	31-03- 2024	31-03- 2023	31-03- 2023
Equity Shares:	Number of Shares	Value of shares	Number of Shares	Value of shares
Shares outstanding at the beginning of the year Add: Issued and allotted during the year Less: Shares bought back during the year Shares outstanding at the end of the year	1,11,40,311 - - 1,11,40,311	1,140.31 - - 1,140.31	1,11,40,311 - - 1,11,40,311	1,140.31 - - 1,140.31

ii) Terms/Rights and restrictions attached to the equity shares:

The Company has only one class of equity shares having a face value of Rs. 10/-. Each share holder is eligible for one vote per share held.

iii) The details of shareholder holding more than 5% shares in the Company:

Particulars	As at March 31, 2024	As at March 31, 2024	As at March 31, 2023	As at March 31, 2023
	No. of Shares	in %	No. of Shares	in %
D V V Prasad Chandalawada Sainaren Properties Private Limited PGC Hydro Power Private Limited	6,46,425 11,80,000 6,70,000	5.67% 10.35% 5.88%	6,46,425 11,80,000 6,70,000	5.67% 10.35% 5.88%

iv) Details of Promoters Holding equity shares in the company

Particulars	As at March 31, 2024	As at March 31, 2024	As at March 31, 2023	As at March 31, 2023
	No. of Shares	in %	No. of Shares	in %
Lalit Kumar Gupta Ritesh Kumar Gupta Lakshmi Gupta Akshay Kumar Gupta Adarsh Kumar Gupta	1,56,100 3,80,310 3,25,300 3,15,400 3,09,100	1.37% 3.34% 2.85% 2.77% 2.71%	1,56,100 3,80,310 3,25,300 3,15,400 3,09,100	1.37% 3.34% 2.85% 2.77% 2.71%

Source Industries (India) Limited

	Source Industries (India) Limited	Source Industries (India) Limited
Note 7	Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Other Equity (i) Capital Reserve (ii) General Reserve Opening balance Transferred from retained earnings Total General Reserve (iii) Investment subsidy (iv) Securities Premium Reserve (vi) Reserve for forfeited shares (v) Other Reserves - Investment allowance Reserve (vi) Retained Earnings Opening Profit for the year Total	- - 20.00 -	- - 20.00 -
	20.00	20.00
	- 57.03 - 22.80 -796.37 -14.55 -810.92	- 57.03 - 22.80 -788.80 -7.56 -796.37
	-711.09	-696.54
Note 8	Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Borrowings Unsecured Loan - From Related Parties - From Others	0.56 21.81	0.77 21.81
Total	22.37	21.88

*The above loans are repayable on demand and with out specification of any interest rate,payment of interest and principal will be as and when lender demanded the payment

Note 9 Amount in Rs. 000's	Note 9 Amount in Rs. 000's	Note 9 Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Other financial liabilities Outstanding expenses	0.87	0.87
Total	0.87	0.87
Note 10 Amount in Rs. 000's
Particulars	As at March 31, 2024	As at March 31, 2023
Other current liabilities Statutory Liabilities Audit fees payble	3.41 2.52	3.46 1.63
Total	5.93	5.09

Source Industries (India) Limited

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Note 11 Amount in Rs. 000's
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Revenue from Operations
Sale of Services 6.57 5.20
Total 6.57 5.20
Note 12 (Amount in INR)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Other Income
Interest Income - -
Total - -
Note 13 Amount in Rs. 000's
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Employee benefit expense
Salaries & Wages 4.56 4.32
Contribution to Provident and Other Funds - -
Managerial Remuneration - -
Total 4.56 4.32
Note 14 Amount in Rs. 000's
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Finance costs 0.01 0.01
Bank Charges
Total 0.01 0.01
Note 15 Amount in Rs. 000's
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Other Expenses
Listing fee 6.06 5.69
AGM Expenses 8.05 -
Printing & Stationery 0.38 0.25
Audit Fees 0.89 0.89
Conveyance Exp 0.60 0.60
Advertisement Charges 0.36 0.32
Website Maintainance Charges 0.20 0.67
Interest on TDS 0.01 0.02
Total 16.56 8.43
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Source Industries (India) Limited

Note No 16: Ratio Analysis and its elements

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31 March 31 March % Reason for
Ratio Numerator Denominator
2024 2023 Change variance
Current ratio Current Assets Current 40.73 48.67 16.32% -
Liabilities
Debt- Equity Ratio Total Debt Shareholder’s 0.05 0.05 -5.72% -
Equity
Debt Service Earnings for debt Debt service = NA NA - -
Coverage ratio service = Net Interest &
profit after taxes Lease
+ Non-cash Payments +
operating Principal
expenses Repayments
Net loss for current
Return on Equity Net Profits after Average -0.03 -0.02 -98.08%
ratio taxes - Shareholder’s year is more than
previous year due to
preference Equity
decrease in other
Dividend
expenses
Inventory Turnover Cost of goods Average NA NA - -
ratio sold Inventory
Trade Receivable Net credit sales = Average Trade NA NA - -
Turnover Ratio Gross credit Receivable
sales - sales
return
Trade Payable Net credit Average Trade NA NA - -
Turnover Ratio purchases = Payables
Gross credit
purchases -
purchase return
Net Capital Net sales = Total Working capital 0.02 0.02 -32.97% Due to decrease in
Turnover Ratio sales - sales = Current assets working capital
compared to previous
return - Current
year
liabilities
Net Profit ratio Net Profit Net sales = -2.21 -1.45 -52.29% Net loss for current year
Total sales - is more than previous
year due to decrease in
sales return
other expenses
Return on Capital Earnings Capital Employed = -0.03 -0.04 19.47% -
Employed before interest Tangible Net Worth
and taxes + Total Debt +
Deferred Tax
Liability
Return on Interest Investment NA NA - -
Investment (Finance
Income)
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Source Industries (India) Limited

NOTE 17 - ADDITIONAL DISCLOSURES

	I. Primary Disclosure
(i)	There are no Contingent Liabilities as at 31st March, 2024.
(ii)	No Dividend has been declared or paid during the year ended 31st March, 2024.
(iii)	There are no securities made for specific purpose as at 31st March, 2024.
(iv)	There are no borrowings that are used for specific purpose during the year ended 31st March, 2024.
(v)	There are no specified Bank notes that have been omitted as at 31st March, 2024.

	II. Additional Regulatory Information
(i)	The Company did not have any immovable properties for the year ending 31 st March 2024.
(ii)	The company did not have any Property, Plant and Equipment the year ended 31st March, 2024.
(iii)	There are no Loans or Advances in the nature of loans that are granted to promoters, directors, KMPs and the related parties either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment during the year ended 31st March, 2024.
(iv)	There is no Capital-Work-in Progress as at 31st March, 2024.
(v)	There are no intangible assets under development as at 31st March, 2024.
(vi)	There are no proceedings that have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder during the year ended 31st March, 2024.
(vii)	The company has no borrowings from banks or financial institutions on the basis of security of current assets during the year ended 31st March, 2024.
(viii)	The company has not been declared wilful defaulter by any bank or financial Institution or other lender during the year ended 31st March, 2024.
(ix)	The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 during the year ended 31st March, 2024.
(x)	There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period during the year ended 31st March, 2024.
(xi)	The Company do not have any layer of companies during the year ended 31st March, 2024.
(xii)	There are no Scheme of Arrangements that have been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013 during the year ended 31st March, 2024.
(xiii)	A. The company has not advanced or loaned or invested (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate Beneficiaries during the year ended 31st March, 2024.
	B. The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries during the year ended 31st March, 2024.

Source Industries (India) Limited

Note.18 Disclosure of related party transactions and balances for the year ended 31[st ] March, 2024

A. Related Party transactions

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Sr. No. Name of the Related Party Relationship
1 Sudhakar Navath Managing Director
(Key Managerial Person)
2 Jaya Mahadev Yerramsetti Independent Director
3 Yerrapragada Mallikarjuna Rao Independent Director
4 Lakshmi Satyasri Nekkanti Non-Executive Non Independent Director
5 Visweswara rao Kothapalli Chief Financial officer
6 Raja shree kapoor Company Secretary (Till 31 [st] January 2024)
7 Tulika Srivastava Company Secretary (From 01st May 2024)
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B. Related party Transactions for the year ended March 31, 2024:

( Amount in Lakhs except EPS)

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S.No. Nature of transaction/ relationship/ major parties Transactions Balance Outstanding
Particulars 2023-2024 2022-2023 2023-2024 2022-2023
Amount Amount Amount Amount
1 Loan from Sudhakar Navath (0.49) (0.0039) 0.56 0.07
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C. List of Transactions with directors and key management personnel ( Amount in Lakhs except EPS)

Sl.No	Particulars	Nature of transaction	FY 2023-24	FY 2022-23
1.	Sudhakar Navath	Conveyance	0.20	0.20
2.	Tulika Srivastava	Remuneration	2.04	1.80

Remuneration paid to non-executive directors and independent directors

( Amount in Lakhs except EPS)

Sl.No	Particulars	Nature of transaction	FY 2023-24	FY 2022-23
1.	Yerrapragada Mallikarjuna Rao	Conveyance	0.20	0.20
2.	Lakshmi Satyasri Nekkanti	Conveyance	0.20	0.20

(Amount in Rs.)


(Amountin Rs.) Note 19 Earning per share
Particulars	2023-24	2022-23
Profit (Loss) for the year	-14.55	-7.56
Weighted average no.of Equityshares	1,14,03,110	1,14,03,110
Basic earning per share	-0.13	-0.07
Diluted earning per share	-0.13	-0.07

Source Industries (India) Limited

Note No. 20

Previous year figures have been regrouped and rearranged wherever considered necessary in order to make them comparable with those of the current year.

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For M N Rao and Associates For and on behalf of the Board of Directors Chartered Accountants Source Industries (India) Limited Firm Regn. No. 005386S CIN:L45400TG1984PLC004777 Sd/Sd/Sd/M V Ratnam Sudhakar Navath Lakshmi SatyaSri Nekkanti Partner Director Director Membership No. 008314 DIN 06785232 DIN: 07223878 Sd/Sd/- Place: Hyderabad Visweswara Rao Kothapalli Tulika Srivastava Date : 29-05-2024 Chief Financial Officer Company Secretary

Source Industries (India) Limited

Corporate information

"Source Industries (India) Limited ('the company') is having the business of Textile. The Company was incorporated on 12[th ] June, 1984 in Hyderabad and listed on BSE dated “22[nd] January, 2001."

The Financial results for the year ended March 31, 2024 were approved by the Board of Directors 28[th] May, 2024

1 Significant Accounting Policies

1.1 Basis of preparation of financial statements

These Financial statements have been prepared in accordance Indian Accounting Standards (Ind As) according to the notification issued by the Ministry of Corporate Affairs under section 133 of the Companies Act, 2013 ('the act') read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

1.2 Use of Accounting Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial Statements, the reported amount of revenues and expenses during the reported period and disclosure of contingent liabilities. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

1.3 Revenue recognition

Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection.

Interest Income is recognised on an accrual basis.

1.4 Property, plant and equipment & Capital work-in-progress

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset.

Capital work-in-progress comprises the cost of the fixed assets that are not yet ready for their intended use at the balance sheet date.

1.5 Depreciation and Goodwill

Depreciation is provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

The useful lives of assets are periodically reviewed and re-determined and the unamortised depreciable amount is charged over the remaining useful life of such assets. Assets costing Rs. 5,000/-and below are depreciated over a period of one year.

1.6 Foreign Currency Transactions

The company translates all foreign currency transactions at Exchange Rates prevailing on the

Source Industries (India) Limited

date of transactions. Exchange rate differences resulting from foreign exchange transactions settled during the year are recognized as income or expenses in the period in which they arise.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the income or expenses.

1.7 Taxes on Income

Income tax comprises current income tax and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company off sets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.

b) Deferred tax: Deferred tax asset and liabilities are measured at the tax rates that are expected to apply to the period when the asset / liability is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred Tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

1.8 Earning Per Share (EPS)

In determining earnings per share, the company considers the net profit after tax expense. The number of shares used in computing basic earnings per share is the weighted average shares used in outstanding during the period.

1.9 Investments

Long term unquoted investments are stated at cost & all other investments are carried at lower of cost or fair value.

1.10 Impairment of non-financial assets

The Company assess at each reporting date whether there is any indication that the carrying amount from non financial assets may not be recoverable. If any such indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or Cash generating unit (CGU) exceeds its estimated recoverable amount in the statement of profit and loss.

Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

1.11 Provisions and Contingent Liabilities

A Provision is recognized if, as a result of past event, the Company has a present legal or constructive obligation that is reasonably estimable, and it is probable that an outflow of economic

Source Industries (India) Limited

benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

1.12 Financial Instruments

A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability or equity of another entity.

Initial Recognition

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.

Subsequent Measurement

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved both by collection contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding and selling financial assets.

Financial assets at fair value through Profit and Loss

Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Account (FVTPL). A financial liability is classified as at FVTPL if it is classified as held fortrading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on DE recognition is also recognised in statement of profit and loss.

De-recognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for DE recognition as per Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the

Source Industries (India) Limited

Company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are considered an integral part of the Company’s cash management.

1.13 Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

Source Industries (India) Limited

INTRUCTIONS TO SHAREHOLDERS FOR E-VOTING

(i) The voting period begins on Friday, 27[th] September 2024 at 9:00 AM and ends on Sunday, 29[th] September, 2024 at 5:00 PM. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Monday 23[rd] September 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of
Login Method
shareholders
Individual 1) Userswho have opted for CDSL Easi / Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to reach
holding e-Voting page without any further authentication. The URL for users to
securities in login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login or
Demat mode visit www.cdslindia.com and click on Login icon and select New System
with CDSL Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-
Voting option for eligible companieswhere the evoting is in progress as per
the information provided by company. On clicking the e-voting option, the
user will be able to see e-Voting page of the e-Voting service provider for
casting your vote during the remote e-Voting period or joining virtual meet-
ing & voting during the meeting. Additionally, there is also links provided to
access the system ofall e-Voting Service Providers i.e. CDSL/NSDL/KARVY/
LINKINTIME, so that the user can visit the e-Voting service providers'
----- End of picture text -----

Source Industries (India) Limited

	website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/ Evoting/Evoting Login The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting op- tion where the e voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/ Ideas Direct Reg. jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securi- ties in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service pro- vider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

website directly.
3)
If the user is not registered for Easi/Easiest, option to register is available
at cdsl website www.cdslindia.com and click on login & New System Myeasi
Tab and then click on registration option.
4)
Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page or click on https://evoting.cdslindia.com/
Evoting/Evoting Login The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting op-
tion where the e voting is in progress and also able to directly access the
system of all e-Voting Service Providers.

Individual
Shareholders
holding
securities in
demat mode
withNSDL

1)
If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following
URL: https://eservices.nsdl.com either on a Personal Computer or on a
mobile. Once the home page of e-Services is launched, click on the
"Beneficial Owner" icon under "Login" which is available under 'IDeAS'
section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-Voting
services. Click on "Access to e-Voting" under e-Voting services and you
will be able to see e-Voting page. Click on company name or e-Voting
service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period
2)
If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select "Register Online for IDeAS
"Portal or click at https://eservices.nsdl.com/SecureWeb/ Ideas Direct Reg.
jsp
3)
Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon "Login" which is available under 'Shareholder/
Member' section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen-digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting

Individual
Shareholders
(holding securi-
ties in demat
mode) login
through their
Depository
Participants

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to NSDL/
CDSL Depository site after successful authentication, wherein you can
see e-Voting feature. Click on company name or e-Voting service pro-
vider name and you will be redirected to e-Voting service provider website
for casting your vote during the remote e-Voting period.

Source Industries (India) Limited

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk
securities in Demat mode with by sending a request at [email protected] or
CDSL contact aat 1800225533.
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk
securities in Demat mode with by sending a request at [email protected] or call at toll free no.: 1800
NSDL 1020 990 and 1800 22 44 30.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders
other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with
the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)·
 Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
Bank Details your demat account or in the company records in order to login.
OR Date of
 If both the details are not recorded with the depository or company, please enter
Birth (DOB) the member id / folio number in the Dividend Bank details field.
(vi) After entering these details appropriately, click on "SUBMIT" tab.
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(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Source Industries (India) Limited

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant on which you choose to vote.
(x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Additional Facility for Non - Individual Shareholders and Custodians -For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; www.sourceindustriesindia.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

Source Industries (India) Limited

For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System you can write an email to [email protected] or contact at 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no.1800 22 55 33.

Source Industries (India) Limited

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Source Industries (India) Limited

ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING

(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of M/s. Source Industries (India) Limited.

I hereby record my presence at the 40[th] Annual General Meeting of the shareholders of M/s. Source Industries (India) Limited on Monday 30[th] September, 2024 at 10.30 A.M at Hotel Inner Circle, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082, Telengana

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DP ID REG.FOLIO NO.
CLIENT ID NO OF SHARES
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*Applicable if shares are held in electronic form

Name and Address of Member

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Signature of Shareholder
Representative (Please Specify)
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Source Industries (India) Limited

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Source Industries (India) Limited

FORM NO. MGT-11 PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

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CIN L45400TG1984PLC004777
Name of the Company SOURCE INDUSTRIES (INDIA) LIMITED
Registered Office Flat No-301, DBN Padmavathi arcade, 6-3-709/A/10/A, Punjagutta officers
colony, Punjagutta, Hyderabad-500082, Telangana
Name of the Member
Registered Address
Email ID
Folio No/ Client ID DP ID.:
I/We, being the member(s) of _____ shares of the above named company, hereby appoint
1 Name:
Address
Email ID Signature
Or failing him
2 Name:
Address
Email ID Signature
Or failing him
3 Name:
Address
Email ID Signature
Or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 40 [th] Annual general
meeting of the company, to be held on the Monday, 30 [th] Day of September 2024 At 10:30 A.M at Hotel
Inner Circle, Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana 500082 and at any adjournment thereof
in respect of such resolutions as are indicated below:
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Sl. No Resolutions For Against
1 To receive, consider, approve and adopt the Audited Balance Sheet of the Company
as at 31 [st] March, 2024 and the Profit and Loss account for the year ended on that
date and the Report of Directors' and the Auditors thereon.
2. To appoint a director in place of Mrs. Lakshmi Satyasri Nekkanti (DIN - 07223878)
who retires by rotation, being eligible offers himself for re-appointment.
3. To consider the appointment of Mr. Venkata Srinivasan Kodakalla (DIN: 10254552)
as an Independent Director of the Company
Affix
Revenue
Stamp
Signed this _ day of _____2024.
Signature of shareholder: Signature of Proxy holder(s):
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Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Source Industries (India) Limited

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Source Industries (India) Limited

Form No. MGT-12 POLLING PAPER

[Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

SOURCE INDUSTRIES (INDIA) LIMITED

(CIN: L45400TG1984PLC004777 ) Registered Office: Flat No-301, DBN Padmavathi arcade, 6-3-709/A/10/A, Punjagutta officers colony, Punjagutta, Hyderabad-500082, Telangana BALLOT PAPER

Name of the First Named Shareholder (in block letters) ........………………............................................ 2. Postal address: .................................................................................................................................... .............................................................................................................................................................
Registered Folio No./Client ID No. ..................................................................................................... (Applicable to investors holding shares in dematerialized form)
Class of Share(s) .................................................................................................................................... I hereby exercise my vote in respect of Ordinary/Special Resolution enumerated below by recording my assent or dissent to the said Resolution in the following manner:

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Sl. Resolutions Shares For Against
No held
1 To receive, consider, approve and adopt the Audited Balance Sheet
of the Company as at 31 [st] March, 2024 and the Profit and Loss
account for the year ended on that date and the Report of Directors'
and the Auditors thereon.
2. To appoint a director in place of Mrs. Lakshmi Satyasri Nekkanti
(DIN - 07223878) who retires by rotation, being eligible offers
himself for re-appointment.
3. To consider the appointment of Mr. Venkata Srinivasan Kodakalla
(DIN: 10254552) as an Independent Director of the Company.
(Signature of the Shareholder)
Place:
Date:
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Source Industries (India) Limited

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Source Industries (India) Limited

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ROUTE MAP
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Source Industries (India) Limited

SOURCE INDUSTRIES (INDIA) LIMITED

Registered Office Flat No-301, DBN Padmavathi arcade, 6-3-709/A/ 10/A, Punjagutta officers colony, Punjagutta, Hyderabad-500082, Telangana

AI assistant

Source Industries (India) Ltd — Annual Report 2024

63847_rns_2024-09-06_d7019404-57fb-403b-8d57-082dc43d8ac2.pdf

40[TH] ANNUAL REPORT 2023 - 2024

SOURCE INDUSTRIES (INDIA) LIMITED

COMPANY INFORMATION

BOARD OF DIRECTORS

REGISTERED OFFICE

SHARE TRANSFER AGENTS

BOARD OF COMMITTEES

NOMINATION AND REMUNERATION COMMITTEE:

N O T I C E

ORDINARY BUSINESS:

SPECIAL BUSINESS:

Source Industries (India) Limited

NOTES:

Source Industries (India) Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO. 3

ADDITONAL INFORMATION ON DIRECTOR RECOMMENDED FOR APPOINTMENT /RE-APPOINTMENT

DIRECTORS’ REPORT

To

The Members

FINANCIAL HIGHLIGHTS

OPERATIONS:

DIVIDEND:

TRANSFER TO RESERVES:

SUBSIDIARIES

DIRECTORS & KEY MANAGERIAL PERSONNEL

LISTING OF EQUITY SHARES :

Source Industries (India) Limited

SHARE CAPITAL

VARIATIONS IN NETWORTH:

FIXED DEPOSITS

BOARD MEETINGS:

COMPOSITION OF BOARD COMMITTEES

Audit Committee

BOARD EVALUATION

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION, ETC.,

INTERNAL FINANCIAL CONTROL SYSTEMS

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

CORPORATE SOCIAL RESPONSIBILITY

DIRECTORS' RESPONSIBILITY STATEMENT:

Source Industries (India) Limited

REMUNERATION POLICY

VIGIL MECHANISM / WHISTLE BLOWER POLICY

RISK MANAGEMENT

STATUTORY AUDITORS

RELATED PARTY TRANSACTIONS

INTERNAL AUDITOR:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

MANAGEMENT DISCUSSION & ANALYSIS

SECRETARIAL AUDIT

CORPORATE GOVERNANCE:

ANNUAL RETURN

PARTICULARS OF EMPLOYEES:

Source Industries (India) Limited

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

LISTING FEE:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

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 FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

ACKNOWLEDGEMENTS:

By order of the Board For Source Industries (India) Limited

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

A. CONSERVATION OF ENERGY:

B. TECHNOLOGY ABSORPTION:

Research and Development (R&D)

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Source Industries (India) Limited

Annexure - B

MANAGEMENT DISCUSSION ANALYSIS REPORT

OVERVIEW OF INDUSTRY:

INDUSTRY STRUCTURE AND DEVELOPMENTS:

OPPORTUNITIES & THREATS:

Opportunities:

Threats:

SEGMENT - WISE PERFORMANCE:

INDUSTRY OUTLOOK:

Source Industries (India) Ltd Annual Report 2024