Equity Analysis

Dear Members,

Your Directors have pleasure in presenting their Eleventh (11^th) Annual Report on the business and operations of the company together with the audited financial statements of the Company for the financial year ended 31^st March, 2024.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

The standalone and consolidated financial highlights of your Company for the Financial Year ended 31^st March, 2024 are summarised as follows:

Your Company, along with its 100% Foreign Subsidiary posted financial results during the year under review. Consolidated Turnover is Rs. 2,219.29 Lakhs and the Net Profit (PBT) of the Company is Rs.9.46 Lakhs.

During the FY 2023-24, the total income stood at Rs. 736.81 lakhs as compared to Rs. 786.65 lakhs in the previous FY 2022-23, registering decrease of 6.33 %. During the FY 2023-24, the revenue from operations stood at Rs. 732.94 lakhs as compared to Rs. 764.67 lakhs in the previous FY 2022-23, registering decrease of 4.14 %. Profit before tax (PBT) during the FY 2023-24 stood at Rs. 14.43 lakhs as compared to Rs. (437.98) lakhs in the previous FY 2022-23. Profit After tax (PAT) during the FY 2023-24 stood at Rs. 4.76 lakhs as compared to Rs. (344.97) lakhs in the previous FY 2022-23.

The Company is looking forward to increasing its profits in the coming financial years with the support of all the stakeholders of the Company.

As your Company has incurred net loss during the Financial Year 2023-24, your Directors have not recommended any dividend for the year.

Your Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF) under section 125 of Companies Act, 2013.

During the FY 2023-24, the Company has not transferred any amount to Reserves and the loss for the year has been retained in the profit and loss account.

During the year under review, there was no change in the share capital of the company.

The Company has following foreign Subsidiaries: a. Dream Boat Entertainment LLC (USA)

Both the above mentioned companies are wholly owned subsidiaries of the Company.

The statement containing the salient features of the financial statements of Subsidiaries, Pursuant to Sub-Section 3 of Section 129 of the Companies Act, 2013, in Form AOC-1 is herewith annexed to this report and marked as Annexure I. The statement also provides the details of performance, financial position of the subsidiaries.

Your Company does not have any Associate Companies or Joint Ventures

As the Company does not fall under the criteria specified under Section 135 of the Act and the rules made thereunder, the Company does not have any CSR policy, any CSR Committee and did not spend any amount under corporate social responsibility.

The details of the directors and key managerial personnel of the company are provided as follows:

*Ratnakarrao Chepur Resigned as Chairperson and Independent Director of the Company w.e.f. 05.01.2024.

# Ratnakarrao Chepur Appointed as Chairperson and Independent Director of the Company w.e.f. 05.01.2024 for the term of 5 years.

** Naina Singh Resigned as Company Secretary of the Company (w.e.f. 08.12.2023)

## Swarupa Rani Appointed as Company Secretary of the Company (w.e.f. 10.02.2024)

^ Guna Venkata Rama Naidu resigned as Chief Financial Officer of the Company (till 31.03.2024)

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Tekulapalli Sanjay Reddy (DIN: 00297272), Director of the Company, being longest in the office amongst the Directors liable to retire by rotation and is proposed to retire at the ensuing Annual General Meeting and being eligible has offered himself for re- appointment at the said meeting of the Company.

During the year under review, the following changes in the Board of Directors and the Key Managerial Personnel took place:

i. Mr. Ratnakarrao Chepur (DIN: 08744674) resigned on 05^th January, 2024, as Director of the Company under the Independent Category (Non-Executive).

ii. The Board based on the recommendation of the Nomination & Remuneration Committee in its meeting held on 10th February, 2024, appointed Mr. Ratnakarrao Chepur (DIN: 08744674) as the Additional Director of the Company under the Independent Category (Non-Executive). His appointment was regularised with the approval of the shareholders through postal ballot and remote electronic voting dated 7th May, 2024 for a term of 5 (five) years with effect from 10th February, 2024 till 9th February, 2029.

iii. During the Financial year, Naina Singh resigned as the Company Secretary and compliance officer of the

Company with effect from 08^th December, 2023. Further Ms. Swarupa Rani was appointed as Company Secretary and compliance of the Company with effect from 10^th February, 2024.

iv. Mr. Guna Venkata Rama Naidu resigned as Chief Financial Officer of the company with effect from 31^st March, 2024.

All Independent Directors have submitted their declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, separate meeting of the Independent Directors of the Company was held on 10^th February, 2024 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspectives or inputs regarding the growth or performance of your Company, among others.

The Nomination & Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committee and Individual Directors has to be made. The Board has carried out the Annual Performance Evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of Listing Regulations.

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 judgement, 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.

The details of programme for familiarization of Independent Directors of your Company is available on your Company?s website https://sillymonks.com/stock-exchange-compliances/.

During the year, Five (5) meetings of the Board of Directors were held complying with the Companies Act, 2013, SEBI Listing Regulations and Secretarial Standards on Board Meeting. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report which forms part of this report. Further, maximum interval between two meetings of the Board of the Directors has not exceeded 120 days.

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three (3) committees of the Board, namely: 1. Audit Committee 2. Nomination & Remuneration Committee

3. Stakeholders? Relationship Committee

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS 18). These transactions were at an arm?s length basis and in the ordinary course of business.

During the year under review, transactions were conducted by the Company pursuant to the Agreements entered into with its Related Parties during previous years; the same were on an arm?s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions with the Company?s promoters, directors, management or their relatives which could have had a potential conflict with the interests of the Company. Form AOC-2, containing a note on the aforesaid Related Party Transactions is enclosed herewith as Annexure II to this report.

The policy on Related Party Transactions, as approved by the Board may be accessed on the Company?s website https://sillymonks.com/stock-exchange-compliances/.

M/s. Ramasamy Koteswara Rao and Co LLP (Formerly Known as M/s. Ramasamy 15 Koteswara Rao & Co.) (Registration No. 010396S/S200084), were appointed at the 06^th Annual General Meeting as the Statutory Auditors of the Company for a term of five years to hold office till the conclusion of the 11^th Annual General Meeting of the Company.

The Board on the recommendation of the Audit Committee of the Company in its meeting held on 4^th May, 2023, appointed M/s. NSVR & Associates LLP (Firm Registration No. 008801S/S200060), Chartered Accountants, Hyderabad as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2023-24 as required under section 138 of the Companies Act, 2013 and rules made thereunder. However, they resigned from their office due to their personal obligations and pre-occupation. The same was taken on note in the Board meeting held on 31^st March, 2024. The Board thanked them for the service rendered during the tenure they were appointed as the Internal Auditor of the Company.

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. P.S. Rao & Associates, Practicing Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31^st March, 2024. The Secretarial Audit Report, in form MR-3, for the financial year 2023-24 forms part of this Report as Annexure III. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

A Secretarial Compliance Report for the financial year ended 31^st March, 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from, M/s. P.S. Rao & Associates, Practicing Company Secretaries and the same has been submitted to the stock exchange (NSE). The said report do not contain any qualification, reservation or adverse remark.

The provisions of Section 148 of the Companies Act 2013 read with the Companies (Cost and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

As there is no qualification, reservation or adverse remark in the reports given by the Statutory Auditors for the Financial Year 2023-24, your directors need not provide any clarification on the same.

There is no qualification, reservation or adverse remark in the reports given by the Secretarial Auditors, for Financial year 2023-2024.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in Board?s Report under Section 143(12) of the Act.

A committee of the Board named as "Nomination and Remuneration Committee" has been formed in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Director?s performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and the Key managerial personnel and makes appropriate recommendations to the Board and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The policy can be accessed in the investors section of the company?s website https://sillymonks.com/stock-exchange-compliances/.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

During the year under review, Your Company has not accepted any deposits within the meaning of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has received declarations with respect of loans received from the directors of the company, stating that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others.

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors? confirm that: i) In preparation of annual accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2024 and of the loss of the Company for that period; iii) The Directors have taken proper and sufficient care for their 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 Directors had prepared the annual accounts for the Financial year 2023-24 on a ‘going concern? basis; v) 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 vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Authorised Share Capital of the Company as on date of Balance Sheet is Rs. 11,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each.

During the year under review, the Company has issued Employee Stock Options Plan 2023 through Postal Ballot on 13^th June, 2023 but have not issued any shares with differential voting rights, sweat equity shares.

During the year Grant of 4,00,000 Stock Options at Rs.10/- each under Silly Monks Employee Stock Option Plan 2023 on 29^th July, 2023.

The Annual Return of the Company as on 31^st March, 2024 is available on the Company?s website and can be accessed at https://sillymonks.com/annual-report/.

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure IV.

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. The Company has initiated a process of preparing a comprehensive risk assessment and minimization procedures. The major risks are being identified by the Company in areas of operations, financial processes, human resources and statutory compliances.

The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.

a) Conservation of Energy, Technology Absorption:

The particulars prescribed by section 134(3)(m) the Companies Act, 2013, pertaining to disclosure measures taken in relation to conservation of energy and technology absorption are not applicable. b) Foreign Exchange earnings and Outgo:

Foreign Exchange Earnings: Rs. 3,22,28,424/- Foreign Exchange Outgoings: Nil

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company?s vision. Your Company appreciates the spirit of its dedicated employees.

Particulars of Employees (Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) Information in accordance with the provisions of Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration and other details is annexed as Annexure V to this Report.

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance along with Auditors? Certificate regarding compliance of conditions of corporate governance set out by the Securities and Exchange Board of India (SEBI) under Listing Regulations is annexed to this Annual Report.

As required under Regulation 17(8) of the Listing Regulations, certificate duly signed by the CEO/ CFO of the Company is appended as an Annexure to this Report.

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

Your Company has paid Annual Listing Fee for the financial year 2023-24 to National Stock Exchange of India Ltd according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2023-24.

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the

Company?s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.

The Whistle Blower Policy has been duly communicated within your Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Vigil

Mechanism and Whistle Blower Policy may be accessed on the Company?s website www.sillymonks.com.

Your Company has always provided a safe and harassment free workplace to every individual working in its premises through various policies and practices. Your Company always endeavors to create an environment that is free from discrimination and harassment, including sexual harassment. Your Company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act, 2013 and the rights available to them there under.

Your Company has adopted policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Complaint Committee (ICC) has duly constituted by the Company.

During the financial year ended March 31, 2024, the company has not received any complaints pertaining to sexual harassment. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at www.sillymonks.com.

The information required pursuant to Section 197 (12) 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- VI.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs. 120 Lakhs or more, or employees who are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.

The Company does not have any employee who is employed throughout financial year or part thereof, who was in receipt of remuneration in financial year under review which in aggregate, or as the case may be, at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-Time director and holds by himself/herself or along with his/her spouse and dependent children not less than 2% of the equity shares of the Company.

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2023-24.

(i) Significant and material orders passed by the regulators

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals affecting the going concern status and Company?s operations in the future.

Due to the Global Coronavirus (COVID-19) pandemic, your Company is forced to temporarily reduce the remuneration paid to employees, Senior Management and Executive Directors till the time as the management deems fit, for ensuring financial health of the Company.

There is no change in the nature of business of the Company during the year under review.

Your Company has complied with the secretarial standards i.e., SS-1, and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Your directors express their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed on the Company. The Board of Directors is also grateful to the subsidiary company for its contribution towards the growth and success of the Company.

The Board of Directors assures to uphold the Company?s commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

Further your directors convey their appreciation for the whole hearted and committed efforts by all its employees.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, RBI and other Regulatory Bodies.