Scoobee Day Garments India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31^st Annual Report on the business and operations of the company (SDGIL) together with the Audited Financial Statements for the financialyear ended March 31, 2025.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

Scoobee Day Garments (India] Limited - formerly known as Victory Paper and Boards (India) Limited - has undergone a remarkable transformation since its inception. Incorporated on August 9, 1994, as a public limited company under the Companies Act, 1956, the company originally focused on establishing an environmentally sustainable paper mill utilizing waste paper and innovative de-inking technology. This eco-conscious initiative marked its initial foray into industrial operations, with the company receiving its certificate of commencement of business on December 16, 1994.

A pivotal moment in the companys history occurred in September 2017, when it was acquired by the promoters of the Anna Group of Companies·Mr. Boby M. Jacob, Mrs. Minni Boby Jacob, and Anna Aluminium Company Pvt. Ltd. This strategic acquisition not only shifted the ownership structure but also redefined the companys operational focus and long-term vision.

As part of its renewed direction under the Anna Group, the company acquired a garment manufacturing facility in Karur, Tamil Nadu, in December 2018. This state-of-the-art plant was designed to meet the exacting standards of international and domestic clients and was equipped with integrated residential facilities for workers, reflecting a commitment to employee welfare and operational efficiency. This acquisition marked the companys entry into the textile and garment manufacturing sector, positioning it as a competitive player in the apparel supply chain.

The Anna Group, with a legacy spanning over 50 years, originally established itself in the Aluminium industry and has since diversified into multiple sectors, including food processing, spices, and textiles. The groups diversified portfolio includes trusted brands such as Kitex, which produces school and travel bags under the Scoobee Day and Trawellday labels. In the food segment, Sara Spices, founded in 1979, specializes in spice processing and distribution. Additionally, the Group manufactures a wide range of aluminium-based products, including utensils, extrusions, and roofing materials, through advanced manufacturing infrastructure.

Following the acquisition of the Karur plant, Scoobee Day Garments (India) Limited expanded its operations into two core business verticals: garment manufacturing and roofing solutions. In 2018, the company forayed into the roofing materials market, producing and distributing aluminium and galvanized iron (GI) sheets, primarily catering to demand within Kerala. A year later, in 2019, the company began manufacturing ready-made garments, targeting both the domestic market and global export clients. In line with its evolved business strategy and diversified product offerings, the company underwent a rebranding initiative.

Today, Scoobee Day Garments (India] Limited is firmly established as a specialist in the export of high-quality baby garments, a niche segment that demands strict compliance with international standards of quality and safety. The company exclusively uses 100% pure cotton, ensuring its products are soft, breathable, and gentle on infants sensitive skin. Advanced technologies in dyeing and printing are employed to create garments that are non-allergenic, durable, and comfortable, reflecting a strong commitment to quality assurance and consumer safety.

Driven by a philosophy of long-term partnerships, the company focuses on building enduring relationships with international buyers. Its competitive edge lies in its robust infrastructure, technical expertise, and stringent quality control systems, enabling it to consistently deliver value and reliability in a dynamic global market.

2. FINANCIAL SUMMARY AND STATE OF COMPANYS AFFAIRS

The Audited Financial Statements of your Company as on 31st March, 2025 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlights are depicted below:

Particulars	31.03.2025	31.03.2024
Revenue from operations	4,65,028.37	4,07,671.99
Other Income	6,041.59	2,241.11
Total Income	4,71,069.96	4,09,913.10
Operating Profit/(Loss) before exceptional items	5,487.51	39,472.58
Exceptional Items	21,659.43	-
Profit/(Loss) before taxes	27,146.94	39,472.58
Tax expense/ Credit (Incl. Deferred Tax)	8,048.42	2,818.99
Profit/(Loss) after tax	19,098.52	36,653.59

The company during the year reported total income of Rs.4710.70 lakhs as against Rs. 4099.13 lakhs in the previous year. The net profit after tax amounted to Rs. 190.98 lakhs as against Rs. 366.53 lakhs in the previous year.

There are no material changes or commitments affecting the financial position of the company between the end of the financial year and the date of this report.

There were no material events that had an impact on the affairs of your company. There is no change in the nature of your Companys business during the year under review.

3. SHARE CAPITAL

As at the end of the year, following is the status of share capital:

1. * Authorised Share Capital: Rs.18,00,00,000 (Rupees Eighteen Crores], divided into

1.80.00. 000 (One Crore Eighty Lakhs] equity shares of Rs. 10/- each.

2. Paid up Capital: 13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs] divided into

1.35.00. 000 (One Crore Thirty-Five Lakhs] equity shares of Rs. 10/- each.

* The existing authorized share capital was fully subscribed and paid-up, necessitating an increase to accommodate future capital-raising initiatives. The Company plans to issue additional equity shares through rights issues, in accordance with applicable laws and regulatory guidelines. In order to facilitate further capital raising for the purposes of loan repayment and to support the Companys long-term strategic growth plans, the Company proposed an increase in its authorized share capital.

Accordingly, an Extra-Ordinary General Meeting (EGM) of the shareholders was convened on 17th March, 2025, where the members approved the increase in the Authorized Share Capital of the Company from Rs. 13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs] divided into 1,35,00,000 (One Crore Thirty-Five Lakhs] equity shares of Rs. 10/- each, to Rs.

18.00. 00.000 (Rupees Eighteen Crores] divided into 1,80,00,000 (One Crore Eighty Lakhs] equity shares of Rs. 10/- each.

4. DIVIDEND AND RESERVES

Considering the carried forward loss and the need to conserve resources, the Directors consider it prudent not to recommend payment of any dividend to the members for the year ended 31st March, 2025. During the year under review, the company has not transferred any amount to any of the reserves maintained by the company and there were no amounts to be transferred to the Investor Education and Protection Fund (IEPF] pursuant to the provisions of Section 124 (5] of the Companies Act, 2013 (the Act].

5. CREDIT RATING

Total Bank Loan Facilities Rated	Rs.30.9 Crore
Long Term Rating	Crisil BB-/Stable
Short T erm Rating	Crisil A4+

6. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

7. RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the related parties for the year under review were on arms length basis and in the ordinary course of business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules Made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3] (h] of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure C.

However certain related party transactions were considered as material in accordance with the Company policy on materiality of related party transactions and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 for which approved by shareholders at Annual General Meeting. The company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All Related Party Transactions were placed before the Audit Committee as also to the Board for approval. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz.,

http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508285. Policy o n Related Party Transactions.pdf.

The Members may refer to Note 33.5 to the Standalone Financial Statements which sets out the related party disclosures as per the Indian Accounting Standards.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY.

During the year under Report, your company has not given directly or indirectly any loan to any person or other body corporate or has given any guarantee or provide security in connection with a loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more as prescribed under section 186 of the Companies Act, 2013.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition

As on March 31, 2025, the Board of Directors of the Company comprises of Six Directors, of which one Executive and five are Non- Executive Directors, which includes, three Independent Directors. The composition of the Board of Directors is in compliance with the provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6] of the Act and Regulation 16 (1) (b] of the Listing Regulations. In terms of Regulation 25(8] of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Report on Corporate Governance. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the view of the Board, all the directors possess the requisite skills, expertise,integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:

1. Mr. K L V Narayanan -Managing director

2. Mrs. Zaphia Fareed- Chief Financial Officer, and

3. Mrs. Alphonsa Jose - Company Secretary and Compliance Officer

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jeff Jacob (DIN: 08652962], Non-Executive Director retires by rotation at the ensuing Annual General Meeting (“AGM”] and being eligible offers himself for re-appointment.

10. DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134(5] of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected suchaccounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

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

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

11. ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process ofperformance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Companyempowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, of Committees of the Board and of the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Independent Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company.

The Independent Directors of the Company met on August 12, 2024, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

Dedicated time was reserved for Board feedback on the agenda. Board interaction between meetings was stepped up through Board calls on various topics. Specific items were also added in the Board agenda from a governance perspective.

12. POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE

The Board of Directors have framed a Nomination and Remuneration policy which lays down a framework for determining the qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel, Senior Management Employees including functional heads and other employees. The Nomination and Remuneration Policy is available on the website of the company in the web link: http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508044. Nominat ion Remuneration and Evaluation Policy.pdf.

The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.

The Nomination and Remuneration policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, and independence of a Director and the remuneration of Directors, Key Managerial Personnel and SeniorManagement including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. No Independent Director shall hold office for more than two consecutive terms of maximum 5 years each. In the event the same person is to be appointed as an Independent Director after two consecutive terms of five years, a cooling period of 3 years is required to be fulfilled.

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

f. The remuneration/ commission shall be in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force.

g. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

h. In case of any amendments], clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s] etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

13. MEETINGS OF THE BOARD AND ITS COMMITTEES.

The Board met five times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 202425 and the attendance of Directors forms part of the Report on Corporate Governance.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2025:

a] Audit Committee

b] Nomination and Remuneration Committee

c] Committee of Directors (StakeholdersRelationship Committee]

d] Corporate Social Responsibility Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

15. AUDITORS & REPORTS OF THE AUDITORS Statutory Auditor

M/s Varma and Varma, Chartered Accountants, (FRN: 004532S] Daiwik Arcade, Thiruvambady Road, Punkunnam, Thrissur - 680002 was appointed as Statutory Auditor of the Company for a period of five consecutive years at the 30^th Annual General Meeting (“AGM”] of the Company to hold office till the conclusion of 35 ^th Annual General Meeting at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditor.

The Statutory Audit Report forms part of the Annual Report. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditor in Auditors Report.

During the year under review, there were no instances of fraud which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12] of Act and Rules framed thereunder.

The company was not required to maintain cost records as prescribed under Sub- section (1] of Section 148 of the Companies Act, 2013.

a) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s CaesarPintoJohn & Associates LLP, Company Secretaries to undertake the Secretarial Auditof the Company for the FY 2024-25, based on consent received from M/s CaesarPintoJohn& Associates LLP, Company Secretaries. The Secretarial Audit Report is annexed as Annexure A and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on thewebsite of the company.

http://scoobeedaygarments.com/kvpbil uploads/finance/290525025650Scoobee ASCR 3 1.03.2025.pdf

The Secretarial Audit Report and Secretarial Compliance Report for FY 2024-25, do not contain any qualification, reservation, or adverse remark.

Further in Compliance with Regulation 24A of SEBI Listing Regulations, and Section 204 of the Companies Act, 2013, the Board of Directors, at their meeting held on May 21, 2025, has approved the appointment of M/s CaesarPintoJohn & Associates LLP, Company Secretaries holding Peer Review Certificate No. 2148/2022 as Secretarial Auditor, with effect from April 1, 2025, for a period of 5 years and fix their remuneration, subject to the approval of the members at the ensuing Annual General Meeting of the Company. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting.

Brief profile and other details of M/s CaesarPintoJohn & Associates LLP, Company Secretaries are disclosed in the AGM Notice approved by the Board.

16. INTERNAL FINANCIAL CONTROL SYSTE MS AND ITS ADEQUACY

Internal Financial Control and Risk Management are integral to the Companys strategy and for the achievement of the long- term goals. Companys success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is strong and commensurate with its size, scale and complexities of operations.

M/s. Nimmy Michael & Associates, Chartered Accountants, Ernakulam was the Internal Auditors of the Company for the financial year 2024-25.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewedrigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and also appraised of the internal audit findings and corrective actions. The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY.

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices. The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations.

The Policy also provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The vigil mechanism/ Whistle Blower is disclosed in the website of the company viz http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210506182. Wistle Blo wer policy and vigil mechanism.pdf.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company has set up corporate social responsibility Committee in pursuance of the provisions of section 135 and Rules thereto and schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee had constituted on 11.08.2023 with the following members:-

Mr. K L V Narayanan -Chairman

Mr. Dony Dominic - Member

Mr. Satheesh Kumar Gopa Kumar - Member

A Corporate Social Responsibility Policy in line with Section 135 and Schedule VII of the Companies Act, 2013 has been framed which includes activities to be undertaken by the Company as specified in Schedule VII and hasbeen approved by the Board.

CSR Committee recommends the amount of expenditure to be incurred on the activities and monitors the Corporate Social Responsibility Policy of the Company from time to time.

As a responsible company, Scoobee Day Garments firmly believes in contributing actively for the social welfare of people in Kizhakkambalam Panchayath. The CSR Policyis disclosed in the website of the company as approved by the Board of Directors on 11.08.2023, http://scoobeedaygarments.com/kvpbil uploads/downloads/190823101113Scoobeeday CSR Policy.pdf.

CSR Applicability

Since the Company did not meet any criteria under section 135 of the Companies Act, 2013, it was not obligated to contribute towards CSR activities during FY 2024-25. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2024-25.

19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 (“POSH Act”] and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaints Committee (ICC] has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

i. Number of Sexual Harassment Complaints received - NIL

ii. Number of Sexual Harassment Complaints disposed off - NIL

iii. Number of Sexual Harassment Complaints beyond 90 days - NIL

The said policy has been uploaded on the website portal of the Company for information of all employees at

http://scoobeedaygarments.com/kvpbil uploads/downloads/080624035059Sexual Haras sment Policy.pdf.

20. MANAGEMENT DISCUSSION ANDANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report as Annexure F.

21. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3] read with Schedule Vof the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report as Annexure G.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

23. COMPLIANCE WITH SECRETARIAL STANDARDS.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

24. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3] of the Act read with Companies (Management and Administration] Rules, 2014, certified copy of Annual Return as at March 31,2025 will be hosted on the website of the company after filing with ROC in the following web link http://scoobeedaygarments.com/investors.p hp.

25. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be IndependentDirectors of the Company, fulfill the conditions of independence as specified in the Act and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Company has received declaration from Independent Directors in accordance with Section 149(7] of the Act, that he meets the criteria of independence as laid out in Section 149(6) of the Act.

The Board of Directors is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise,experience and proficiency. In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors] Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA“)

26. FAMILIARIZATION PROGRAMMES FORINDEPENDENT DIRECTORS

The Company, from time to time, familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, its products etc. and updates them through various programme on changes / developments in the corporate and industry scenario including those pertaining to statutes / legislation and on matters affectingthe Company, to enable them to take well informed decision and discharge their duties and responsibilities in an efficient manner and to contribute significantly towards the growth of the Company.

Further, all Independent Directors are taken through a detailed induction and familiarization programme at the time of their appointment on the Board of the Company. The induction programme is an exhaustive one that covers the history, culture, background of the Company and its growth over the last several decades, various milestones in the Companys existence since its incorporation, the present structure and an overview of the businesses and functions.

The detail of familiarization programme is disclosed on the website of the Company and is available at

http://scoobeedaygarments.com/kvpbil uploads/downloads/200223014909Familarizatio n Programme and status.pdf

27. MANAGERIAL REMUNERATION

The Remuneration Policy for selection of Directors and determining their independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. None of the employees employed throughout the financial year is in receipt of remuneration of Rs.1 Crore and Two lakhs in aggregate or more and none of the employees employed for part of the year are in receipt of Rs. Eight Lakhs and Fifty Thousand per month or more as specified under Rule 5(2] of The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (“Rules”] forms part of the Corporate Governance Report and is annexed to this Report as Annexure G.

The statement containing names of top ten employees in terms of remuneration drawnand the particulars of employees as required under Section 197(12] of the Act read with Rule 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members.

Your Companys policy on directors appointment and remuneration and other matters (“Remuneration Policy”] pursuant tothe provisions of Section 178(3] of the Act is available on the website of your Company at:

http://scoobeedaygarments.com/kvpbil uploads/downloads/0311210508044. Nominatio n Remuneration and Evaluation Policy.pdf.

28. RISK MANAGEMENT POLICY

The Board of directors review/assess the risk profile of the company on a continual basis with respect to its current business environment. The Audit Committee has additional oversight in the area of financialrisks and controls.

29. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

There are no companies which have ceased to be its Subsidiaries, joint ventures or associate companies during the year under review.

30. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under Section 54 read with rule 8(13] of Companies (Share Capital and Debentures] Rules, 2014 is not required to be made.

31. STATUTORY INFORMATION AND OTHER DISCLOSURES

(a] The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3](m] of the Act, read with the Rule 8(3] of the Companies (Accounts] Rules, 2014 is annexed as Annexure B and forms an integral part of this Report.

(c] The Company has not accepted anydeposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits] Rules, 2014 as amended.

(d) There were no frauds committed against the Company during FY 2024-25 by its officers or employees which are required to be disclosed as per Section 143(12} of the Companies Act, 2013.

(e) The provisions of section 148(1} of the Companies Act, 2013 are not applicable to the Company and accordingly the Company was not required to maintain cost accounts and records in respect of the applicable products for the year ended March 31, 2025

(f) During the year ended we had complied with provisions of Maternity Benefit Act and the disclosures with respect to the same is disclosed under:

a) Paid maternity leave: Nil

b) Medical bonuses: Nil

c) Nursing breaks: Nil

d) Creche facilities (where applicable): Nil

During the period under review there were 16 female employees and 192 male employees in the company.

32. ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank itscustomers, business associates, distributors, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

	For and on behalf of the Board of Directors of
	Scoobee Day Garments (India) Limited
	Sd/-	Sd/-
	K L V Narayanan	Dony Dominic
	Managing Director	Director
	DIN: 01273573	DIN: 03588411
Place: Kizhakkambalam
Date: 26.08.2025