Share Wealth

Year End :2024-03

Your Directors are pleased to present the Company’s 2^nd Annual Report and audited financial statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as follows:

Particulars	2023-24 (For the period ended 31/03/2024) Rs. in Lakhs	2022-23 (For the period ended 31/03/2023) Rs. in Lakhs
Revenue from Operations	10.115.27	1043.10
Other Income	163.52	20.81
Total Income	10,278.79	1063.91
Operating expenses	6196.65	756.46
Other expenses	351.23	40.0!
Operating Profit	3730.91	267.44
Depreciation	220.08	10.64
Finance cost	107.88	8.57
Profit Before Tax	3402.95	248,23
Tax Expenses	78.80	17.72
Profit for the year	3324.15	230.51
Earnings per Equity Share ot Rs. 10/- each: Basic & Diluted	18.41	12.48

2. OVERVIFW OF PERFORMANCE

Your Company's performance during the year under report has overall improved. During the financial year 2023-24, the revenue from operations of the Company increased from 1043.10 Lakhs to 10,1 15.27 Lakhs. The Profit before Tax increased to 3402.95 Lakhs in comparison to Rs. 248.23 Lakhs in previous Year. The Profit for the year increased to Rs. 3324.15 Lakhs with that of Rs.230.51 in previous year.

The Earnings per Share was Rs. 18.41.

i. The Company is engaged in the business of Manufacturing PCB assemblies, Electrical or Electronic box, USBs (Mini/Micro, Storage Devices), Energy Meters with or without enclosures, LED Lights (Panel Light, Street Light, Down Light, Flash Light, Tail Light), LED Electronic Lighting assemblies. Components / Parts with or without Metal / Plastic fixtures, LLD Drivers, Design Services of IC Chip/Packages (Component/ Substrates/PCBs) and manufacture of Semiconductors (including packaging) & related electronic parts. Wire Harness, Plastic Injection Moulding, Box Builds, IT Hardware i.e„ Motherboard, Server, Desktop, Laptop, Tablets. SSDs, USBs. RAMs, Desktops, Mother Boards, Laptops, Tablets, Data Servers etc.

ii. During the year under review the Company has altered its Memorandum of Association and Articles of Association by adding Manufacturing of SSDs, USBs. RAMs, Desktops, Mother Boards, Laptops, Tablets. Data Servers etc. in its main objects, which was approved by Board of Directors at their meeting held on 12^,h January, 2024 and shareholders at their meeting held on 20^lh January, 2024.

iii. During the period under review the Company has altered its Memorandum of Association and Articles of Association, which was approved by Board of Directors at their meeting held on 9^lh April, 2024 and shareholders at their meeting held on 13^lh May, 2024.

iv. During the period the Company has appointed M/s Hem Securities Limited as Merchant Banker for Initial Public Offer of the Company.

v. During the period the Company has appointed Bigshare Services Private Limited, as Registrar to the Issue for conducting the entire Initial Public Issue process.

vi. During the period the Company has appointed Mindspright Legal, as Legal Advisors to the Issue for forthcoming initial public issue of the Company.

4. SHARE CAPITAL

During the period under report, your Company has issued Equity shares under Private Placement in accordance with Companies Act, 2013 as follows:

On 16^th February, 2024 the Company allotted 680591 and on 29¹'¹ February, 2024 the Company allotted 264672 fully paid up Equity Shares of Rs. 10 each at a premium of Rs. 192 and on under private placement pursuant to the provisions of Section 23 and Section 42 read with section 42 read with Section 62(1 )(c) and any other applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014.

The details of share capital of the Company for the period ended on 31^s! March, 2024 mentioned below:

Particulars	Amount
Authorised Capital	Rs. 25.00.00.000
Issued Capital	Rs. 18,91,47,630
Subscribed Capital	Rs. 18.91,47,630

5. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, annual return in Form MGT-7 is placed on the website of the Company at www.scsl imitc.i in

6. TRANSFER TO RICSERVE S

The Board of Directors of your company has decided to transfer amount of Rs. 3324.15/- Lakhs to the General Reserves for the financial year under review.

7. DIVIDEND

The Board of Directors, after taking into account the Financial Results of the Company, declared interim Dividend to its Shareholders at Rs.6.5 per share of face value Rs. 10 each aggregating to Rs. 11.68,01,750/-in accordance with the provisions of Companies Act, 2013.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013.

I here are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential contlict with the interest of the Company at large.

The disclosure ol transactions with related parties tor the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note no. 26G to the Balance Sheet as on March 31,2024 and Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 ofthe Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014 attached as Annexure-I.

9. COMPLIANCE WITH SECRETARIAL STANDARD

I he Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings ofthe Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

10. LOANS, GUARANTEES AND INVESTMENTS IN SECERITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 185 and Section 186 of the Companies Act, 2013 are given in the Note No. 26 J to the Financial Statements.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met Eighteen (18) times during the Financial Year 202324. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The meetings were held on the following dates:

S. No.	Date of the Board Meeting
1.	01/04/2023
2.	26/04/2023

3.	16/06/2023
4.	19/06/2023
5.	29/06/2023
6.	01/07/2023
7.	08/07/2023
8.	13/07/2023
9.	17/07/2023
10.	11/08/2023
II.	18/09/2023
11A.	20/12/2023
12.	08/12/2023
13.	12/01/2024
14.	29/01/2024
15.	02/02/2024
16.	16/02/2024
17. | 29/02/2024

I he details of the Board Meetings and attendance of Directors are provided hereunder:

Sr. No.	Name of Directors	DIN	Position	Number of Meetings Held During The Financial Year	Number of Meetings Attended During The Financial Year
1.	Mr. Amrit Lai Manwani	00920206	Managing Director	18	18
2.	Mr. Varun Manwani	00921735	Director	18	18
3.	Mrs. Arunima Manwani	06996141	Director	18	16
4.	Mrs. Abhilasha Gaur	07607862	Independent Director	18	9
5.	Mr. Pradeep Kumar	00505518	Independent Director	18	9

12. DETAILS IN RESPECT OF FRAUD

The Auditor's Report does not contain any information in relation to fraud.

>³- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

* Capital investment on energy conservation equipment’s: NIL B. Foreign Exchange earnings and Outgo (Rs. in Lakhs)

Earnings
FOB Value of Sale of Products	8441.83
Outgo
Value of imports calculated on C1F basis (Raw materials)	4988.87
(Capital Goods)	391.50
Foreign Travel	0.70
Commission	102.20
Bank Charges	3.50

14. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

15. STATUTORY AUDITORS AND AUDITORS’ REPORT :i

M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N), were appointed as Statutory Auditors of the Company at the Board Meeting held on 18^th September, 2023 and at Annual General Meeting held on 16^,h October. 2024 for a period of Five years to hold office from the conclusion ot the first Annual General Meeting till the conclusion of sixth annual general meeting of the Company on a remuneration as decided and mutually agreed between the Board of Directors and the Statutory Auditors.

The Statutory Auditors had given a confirmation to the effect that they are eligible to be appointed and that they have not been disqualified in any manner from being appointed as Statutory Auditors.

During the month of December, 2023 M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N) has been merged with M/s. P K GAUR & ASSOCIATES ((ICAI Firm Registration No. 00531 IN). The name of M/s. P K GAUR & ASSOCIATES ((ICAI Firm Registration No. 00531 IN) has been changed to M/s PKMB & Co. (ICAI Firm Registration No. 00531 IN) in the month of December, 2023.

The Company took note of it and appoint M/s PKMB & Co. (ICAI Firm Registration No. 005311N) as the Statutory Auditor of the Company w.e.f. 20^th December, 2023 in pursuance of merger of M/s. Jain Pramod Jain & Co., Chartered Accountants (ICAI Firm Registration No. 016746 N)

On 25^,h April. 2024 M/s. PKMB & Co. (ICAI Firm Registration No. 00531 IN) has resigned from the position of Statutory Auditors of the Company with immediate effect due to their professional preoccupations.

The Board of Directors have appointed M/s Kapoor Tandon & Co. (ICAI Firm Registration No. 000952C) in accordance with their eligibility and consent letter at their meeting held on 10^,!l May, 2024 and shareholders at their meeting held on 13^th May, 2024 to fill Casual Vacancy of Statutory Auditor.

Explanation or comments hy the Board on qualification, reservations or adverse remarks or disclaimer

The Audit Report on the f inancial Statements of the Company for the financial year ended 31^st March, 2024 read with relevant notes thereon are self-explanatory.

There are no adverse remarks in the Audit Report issued by the Statutory Auditors of the Company.

16. MATERIAL CHANGES AND COMMITMENTS

The Company has invested monies to acquire shareholding rights of Sahasra Semiconductors Private Limited in accordance with the provisions of the Companies Act, 2013. The Board of Directors of the Company approved the investment by acquiring shareholding rights of Sahasra Semiconductors Private Limited from Sahasra Electronics Private Limited and Mr. Amrit Lai Manwani in pursuance of Section 179 (3) (e) and Section 186 of the Companies Act, 2013 at their meeting held on 29^,h February, 2024 and 9^th April. 2024 respectively.

As on l'¹ May, 2024 Sahasra Semiconductors Private Limited become the subsidiary of the Company.

17. I. DIRECTORS AND CHANGE IN DIRECTORSHIP

L On March 31, 2024, your Company had 5 Directors as follows:

i.	Mr. Amrit Lai Manwani	(DIN:00920206)
ii.	Mr. Varun Manwani	(D1N.-0092I735)
iii.	Mrs. Arunima Manwani	(DIN: 06996141)
iv.	Mrs. Abhilasha Gaur	(DIN:07607862)
V.	Mr. Pradeep Kumar	(DIN:00505518)

2. 7 he designation Mr. Amrit Lai Manwani (00920206) was changed from Director to Managing Director at the meeting of Board of Directors of the Company held on 19^th June, 2023 and at the meeting of shareholders of the Company held on 26^lh June, 2023.

3. Mrs. Abhilasha Gaur (DIN: 07607862), was appointed on 17^,h July, 2023 as an additional, NonExecutive- Independent Director.

4. Mr. Pradeep Kumar (DIN: 00505518), was appointed on 17^th July, 2023 as an additional, NonExecutive- Independent Director.

5. On I6^Ih October, 2023 the appointment of Mrs. Abhilasha Gaur (DIN: 07607862) was regularised at the 1^st AGM of the Company.

6. On 16^th October, 2023 the appointment of Mr. Pradeep Kumar (DIN: 00505518) was regularised at the 1^st AGM of the Company.

7. The designation of Mrs. Arunima Manwani (DIN: 0699614!) was changed from NonExecutive Promoter Director to Executive Promoter Director at the meeting of Board of Directors of the Company held on 12^lh January, 2024.

8. The designation Mr. Amrit Lai Mamvani (00920206) was changed from Managing Director to Chairman & Managing Director at the meeting of Board of Directors of the Company held on 9^th April, 2024.

9. Mr. Udayan Mukerji (DIN: 03636654) has been appointed as an Independent Director at the meeting of Board of Directors of the Company held on 10^lh May, 2024 and at the meeting of shareholders of the Company held on 13^lh May, 2024.

H. KEY MANAGERIAL PERSONNEL

I. Mrs. Neha Tahir (A46571) has been appointed as Company Secretary of (he Company at the meeting of Board of Directors held on I^s! July, 2023.

2. Mr. Maneesh Tiwari (PAN: AGOPT5665J) has been appointed as Chief Financial Officer of the Company at the meeting of Board of Directors held on I^s' July, 2023.

3, I he designation of Mrs. Neha Tahir (A4657I) has been changed from Company Secretary to Company Secretary & Compliance Officer of the Company at the meeting of Board of Directors of the Company held on 9’¹' April, 2024.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS ASP TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial control policy and adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company’s business, including adherence to its 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.

20. AUDIT COMMITTEE

During the year under report the Company constituted its Audit Committee comprising the following members:

S.No,	Name	Designation
1,	Pradeep Kumar	Independent Director, Chairman of Audit Committee
2.	Amrit Lai Manwani	Managing Director, Member of Audit Committee
J.	Abhilasha Gaur	Independent Director. Member of Audit Committee

On 23^[d May, 2024 the Company re-constituted its Audit Committee as per SHBI LODR Regulations comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairperson	Independent Director
Abhilasha Gaur	Member	Independent Director
Amrit Lai Manwani	Member	Managing Director
Udayan Mukerji	Member	Independent Director

21. NOMINATION AND REMUNERATION COMMITTEE

During the year under report the Company constituted its Nomination and Remuneration Committee comprising the following members:

S.No.	Name	Designation
1.	Abhilasha Gaur	Independent Director, Chairman of Nomination and Remuneration Committee
2.	Varun Manwani	Director, Member of Nomination and Remuneration Committee
	Pradeep Kumar	Independent Director, Member of Nomination and Remuneration Committee

On 23^rd May, 2024 the Company re-constituted its Nomination and Remuneration Committee as per SEBI L.ODR Regulations comprising the following members:

Name	Position in the Committee	Designation
Udayan Mukerji	Chairman	Independent Director
Abhilasha Gaur	Member	Independent Director
Pradeep Kumar	Member	Independent Director
Varun Manwani	Member	Non-Executive Director

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company for the FY 2023-24.

For the FY 2024-25 the CSR provisions will be applicable on the Company, therefore the Board of Directors of the Company at their meeting held on 23^rd May, 2024 constituted Corporate Social Responsibility Committee comprising the following members:

Name	Position in the Committee	Designation
Pradeep Kumar	Chairman	Independent Director
Arunima Manwani	Member	Executive Director
Abhilasha Gaur	Member	Independent Director
Udayan Mukerji	Member	Independent Director

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the Company at their meeting held on 23^rd May, 2024 constituted Stakeholders Relationship Committee comprising the following members:

Name	Position in the Committee	Designation
Varun Manwani	Chairman	Non-Executive Director
Udayan Mukerji	Member	independent Director
Amrit Lai Manwani	Member	Managing Director

24. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE |“POSH"l

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

1 he Board of Directors of the Company at their meeting held on 12^>h January, 2024, re-constituted Internal Complaints Committee (ICC) to handle and redress complaints on sexual harassment, comprising the following members:

S.No.	Name	Position
1.	Mrs. Arunima Manwani	Member-Presiding Officer
2.	Mrs. Neha Tahir	Member-Employee
3.	Mrs. Shobha Kotnala	Member-Emplovee
4.	Mrs. Lakshmi Bidhuri	External Member, person familiar with the issues relating to sexual harassment

During the financial year ended March 31, 2024, there were nil complaints recorded pertaining to sexual harassment.

²⁵- DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March jI, 2024, Company does not have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

However, the Company has invested monies to acquire shareholding rights of Sahasra Semiconductors Private Limited in accordance with the provisions of the Companies Act, 2013,

I he Board of Directors of the Company approved the investment by acquiring shareholding rights of Sahasra Semiconductors Private Limited from Sahasra Electronics Private Limited and Mr, Amrit Lai Manwani in pursuance of Section 179 (3) (e) and Section 186 of the Companies Act, 2013 at their meeting held on 29^th February, 2024 and 9’^h April, 2024 respectively.

On I^s’ May, 2024 Sahasra Semiconductors Private Limited become the subsidiary of the Company.

26. DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013.

The Financial Accounts are audited by the Statutory Auditors, M/s Kapoor Tandon & Co. ((1CAI Firm Registration No. 000952C). The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments arid estimates that are reasonable and prudent so as to give a true and fair view of the state of af fairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

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

27. DEPOSITS

The company has not accepted any deposits during the financial year under review.

28. COST RECORD

During the year Cost records under Section 148 (i) of the Companies Act, 2013 are maintained.

29. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration under Section 149 (7) of the Act, that they meet the criteria laid down in Section 149 (6) of the Act.

30. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 (2) of the Companies (Meeting of Board and it powers) Rules, 2014, the Company is required to constitute an audit committee and shall oversee the vigil mechanism through the committee.

The Company is in process of establishing Vigil Mechanism for directors and employees through audit committee to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees wiio avail of the Mechanism.

31. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

32. ANNUAL EVALUATION OF THF PERFORMANCE OF THE BOARD. ITS COMMITTEES & OF INDIVIDUAL DIRECTORS

The Board of Directors have evaluated the performance of all directors and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring

specific competencies relevant to the Company’s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

33. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE-2016

No application has been made or any proceeding is pending under the IBC, 2016.

34. DIFFERENCE IN VALUATION

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.