S & S Power Switchgear Ltd Directors Report

Dear Members,

Your directors are pleased to present the Forty Eighth (48th) Annual Report of S&S Power Switchgear Limited along with the Audited Financial Statements forthe Financial Year 2025-26.

In line with the requirements of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"), this report covers the Audited Financial results and other developments during the financial year from 01st April 2025 to 31st March 2026 in respect of Consolidated Performance comprising of S&S Power and its subsidiaries in India and overseas. The Consolidated entity has been referred to as S&S Group or the Group in this report.

1. FINANCIAL RESULTS

Financial Results of your Company for the year ended 31st March 2026 is summarized as below

(In Rs. Lakhs)

PARTICULARS	CONSOLIDATED		STANDALONE
	Year Ended 31-03-2026	Year Ended 31-03-2025	Year Ended 31-03-2026	Year Ended 31-03-2025
Revenue from operations	26,373.35	18,549.81	-	9.73
Other income	305.93	193.40	630.67	413.99
Total revenue	26,679.29	18,743.21	630.67	423.72
Expenses	26,118.35	19,074.78	1,055.30	828.01
Profit/ (Loss) before exceptional items and tax	560.94	(331.57)	(424.63)	(404.29)
Less: Exceptional items	-	(137.89)	-	-
Profit/ (Loss) before tax	560.94	(469.46)	(424.63)	(404.29)
Tax Expense	-450.30	(90.27)	(268.93)	(28.92)
Profit/ (Loss) for the Year	1,011.24	(379.19)	(155.71)	(433.21)
Other comprehensive income, net of income tax	462.47	226.11	(4.01)	0.05
Total comprehensive income for the Year	1,473.71	(153.08)	(159.72)	(433.16)
Earnings per share (R)	8.19	(3.07)	(1-26)	(3.51)

 

Details	2025-26	2024-25
Indian Operations:
Revenue from Operations	10,529.04	6,094.73
Operating Profit	483.43	-1,044.39
Exceptional Items		-137.89
Other Comprehensive Income (OCI)	4.10	-21.83
Net profit after tax	983.07	-834.57
UK Operations:
Revenue from Operations	15,844.31	12,455.08
Operating Profit	77.51	574.93
Exceptional Items		-
Other Comprehensive Income (OCI)	458.37	247.94
Net profit	490.63	681.49
Consolidated:
Revenue from Operations	26,373.35	18,549.81
Operating Profit	560.94	-469.46
Exceptional Items	-	-137.89
Other Comprehensive Income (OCI)	462.47	226.11
Net profit 1,473.70 -153.08

2. STATE OF AFFAIRS

Your Company has registered consolidated revenue for the year ended 31st March 2026 is ?26,373.35 Lakhs which is higher than the revenue of ?18,549.81 Lakhs for the year ended 31st March 2025.

The Standalone revenue from operations of S&S Power Switchgear Limited is Nil for the financial year ended 31st March 2026 compared to ?9.73 Lakhs for the year ended 31st March 2025.

The Total consolidated Earnings / (Loss) before depreciation, finance costs, and taxation is ?1,291.56 Lakhs for the financial year ended 31st March 2026 as against Earnings / (Loss) of ?498.21 Lakhs forthe year ended 31st March 2025.

The Consolidated profit after tax and before other comprehensive income is ?1,011.24 Lakhs for the year ended 31st March 2026, as against income of ?-379.19 Lakhs for the year ended 31st March 2025.

3. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY.

During the financial year 2025-26, there was no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTINGTHE 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

There were no material changes and/or commitments between the end of the year under review and the date of this report, which could have had an impact on the Companys operation in the future or its status as a going concern.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis report which inter-alia covers the Company and its Groups financial and operational performance, Industry trends, Update on Macro Economic Indicators, Risks and Concerns, Internal control systems and their adequacy, Outlook and other material changes prepared in compliance of Regulation 34 of the SEBI Listing Regulations forms part of the annual report, is annexed to this report.

6. SHARE CAPITAL

The Authorised Share Capital of the company is ?20,00,00,000 (Rupees Twenty Crores) comprises of ?15,00,00,000 (Rupees Fifteen Crores) equity capital divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of ?10 each and ?5,00,00,000 (Rupees Five Crore) preference capital divided into 5,00,000 (Five Lakh) preference shares of ?100 each.

As on 31st March 2026, the paid-up capital of the Company is ?12,34,15,500 (Rupees Twelve Crore Thirty Four Lakhs Fifteen Thousand and Five Flundred) divided into 1,23,41,550 (One Crore Twenty Three Lakh Forty One Thousand Five Hundred and Fifty) equity shares of ?10 each.

Additionally, your directors states that there was no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Authorized Capital

During the financial year 2025-26, there was no change in the authorized capital of the company

b. Issue of equity shares with differential rights as to dividend, voting or otherwise

During the year, the company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

c. Buyback of Shares

The Company has not bought back any of its securities during the year under review.

d. Bonus Shares

The company has not issued any Bonus Shares during the year under review.

e. Employee Stock Option Plan

Based on the approval of shareholders on 30th September 2024, the company has formulated S&S Power Switchgear - Employee Stock Option Scheme 2024 ("ESOS 2024"), in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation 2021, for grant of employee stock options to eligible employees of the Company, its subsidiary company(ies) or holding company of the Company.

The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the 48th AGM for inspection by the members.

Further, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the applicable disclosure as on 31st March 2026, is uploaded on the website of your Company www.sspower.com.

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the financial year 2025-26, Your Company has 4 Indian Subsidiaries and 2 Overseas Subsidiaries and there were joint ventures and associate companies during the year.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of Subsidiaries includingtheirperformance and financial position is provided in Form AOC-1 is attached as ANNEXURE I.

The policy for determining material subsidiaries of the Company is available on the Companys website URL: https://sspowergroup.com/investors/

8. APPROPRIATIONS

a) Reserves

The Reserves for the end of the year 31st March 2026 is ?9,701.93 Lakhs as against the Reserves of ?9,314.86 Lakhs as at 31st March 2025.

b) Dividend

During the financial year 2025-26, Your Company has not proposed any payment of dividend to the Shareholders.

9. FINANCIAL STATEMENTS

The Standalone and consolidated financial statements of the Company and its subsidiaries for FY 2025-26 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC- 1. Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to: secret a rial (5)ss power.com up to the date oftheAGMandthesame would also be available on the Companys website: www.sspowergroup.com.

10. DEPOSITS

Du ring the financial year 2025-26, the Company has not invited or accepted any deposits from public as per section 76 of the companies act 2013, read with companies (Acceptance of Deposits) Rules, 2014.

11. BOARD OF DIRECTORS:

As on the date of this Report, the Company has Eight (8) Directors consisting of One (01) Managing Director, Three (03) Non-Executive Directors and Four (4) Independent Directors.

A. Disqualification of Directors: None of the directors are disqualified

B. Appointment/ Reappointments/ Resignation from the Board of Directors Appointments

Mr. Martin Ansell (DIN: 11730141) was appointed as an Additional Director (Non-Executive, Independent) of the Company with effect from 22nd May 2026 by the Board of Directors, subject to the approval of the members of the Company.

Cessation

Mr. Ajay Kumar Dhagat (DIN: 00250792) completed his second term as an Independent Director of the Company on 13th August 2025 and consequently ceased to be a Director of the Company with effect from the said date.

Mr. Ajay Hari Tandon (DIN: 00128667), who was liable to retire by rotation at the 47th Annual General Meeting, did not offer himself for re-appointment and, accordingly, retired as a Director of the Company with effect from the conclusion of the said Annual General Meeting held on 17th September 2025.

C. Declaration by Independent Director

All Independent Directors have submitted declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(l)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

D. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement of having at least one-Woman Director on the Board of the Company. Mrs. Gayathri Sundaram (DIN: 07342382) is an Independent Women Director of the Company.

E. Changes in Key Managerial Person

During the financial year 2025-26, there were the following changes in the composition of the Key Managerial Personnel.

• Mr. Sivakumar Sivaraman resigned from the position of Chief Financial Officer of the Company with effect from 23^rd April 2025.

• Mr. C. N. Sathyanarayanan was appointed as the Chief Financial Officer of the Company with effect from 23^rd May 2025.

F. Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of the Company, Mr. Vikas Arora (DIN: 08424037) is dueto retire by rotation at the ensuing 48th Annual General Meeting ("AGM") and being eligible, has offered himself for reappointment.

Resolution seeking his re-appointment along with his profile as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings ("SS -2") issued by The Institute of Company Secretaries of India ("ICSI"), forms part of the Notice of the Annual General Meeting.

12. BOARD MEETINGS

During the financial year 2025-26, 4 (Four) meetings of the Board of Directors were held. The detailed Agenda and Notice for the Meetings was prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under Section 173(1) of the Act.

Details of attendance at the Board Meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.

13. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

In accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR, the Audit Committee has been constituted. The composition, quorum, scope, etc. of the Audit Committee are in line with the Companies Act, 2013, and SEBI Listing Regulations. The audit committee has met and reviewed the financial statements for the financial year ended 31st March 2026 and has not given any adverse observations. The details of the meetings are furnished in the Corporate Governance Report.

Composition as on 31st March 2026, the Audit Committee comprised the following members: -

SR. NO.	NAMEOFTHE DIRECTOR	CATEGORY OF DIRECTORSHIP	DESIGNATION IN THE COMMITTEE
1	Gayathri Sundaram	Non-Executive Independent Director	Chairman
2	Kartik Nitin Sheth	Non-Executive Independent Director	Member
3	Ashish Sushil Jalan	Non Executive Chairman and Promoter	Member

II. NOMINATION AND REMUNERATION COMMITTEE

As perthe requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, the Nomination & Remuneration Committee has been constituted. The composition, quorum, scope, etc. ofthe Committee are in line with the Companies Act, 2013, and SEBI Listing Regulations. The details ofthe meetings are furnished in the Corporate Governance Report.

Composition As on 31st March 2026, the Nomination and Remuneration Committee comprised the following members: -

SR. NO.	NAMEOFTHE DIRECTOR	CATEGORY OF DIRECTORSHIP	DESIGNATION IN THE COMMITTEE
1	Padmakumar Prabhakara Panicker	Non-Executive Independent Director	Chairman
2	Kartik Nitin Sheth	Non-Executive Independent Director	Member
3	Ashish Sushil Jalan	Non Exec Chairman and Promoter	Member

REMUNERATION POLICY

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has framed a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key Executives and Senior Management and the Remuneration of Other Employees.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

As perthe requirements of Section 178 ofthe Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations , the Stakeholder Relationship Committee has been constituted This Committee considers and resolves the grievances of security holders of the Company inter-alia including grievances related to the transfer of shares, non-receipt of Annual Report, non-receipt of dividends, etc. The Committee also reviews measures taken for the effective exercise of voting rights by shareholders, adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent, and ensuring timely receipt of annual reports by the shareholders of the company.

The composition as on 31st March 2026, the Stakeholders Relationship Committee comprised the following members: -

SR. NO.	NAME OF THE DIRECTOR	CATEGORY OF DIRECTORSHIP	DESIGNATION IN THECOMMITTEE
1	Arjun Soota	Non-Executive Non-Independent Director	Chairman
2	Gayathri Sundaram	Non-Executive Independent Director	Member
3	Ashish Sushil Jalan	Non Exec Chairman and Promoter	Member

14. EVALUATION OF BOARD & COMMITTEE OF DIRECTORS

In compliance with the provisions of the Companies Act, 2013 and Regulation 25oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has devised a Policy for the performance evaluation of Independent Directors, Board, Committees, and other individual Directors which includes criteria for the performance evaluation of nonexecutive directors. Pursuant to provisions of the Companies Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the performance of Board committees and of the Independent Directors (without the participation of the relevant Director).

Further, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management considered/ evaluated the Boards performance (as a whole), the Performance of the Chairman, and other Non-Independent Directors. A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors is specified in the Nomination and Remuneration Policy.

15. KEY MANAGERIAL PERSONNEL

Thefollowing persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

• Mr. Krishnakumar Ra manat ha n - Managing Director & Chief Executive Officer

• Mr. C N Sathyanarayanan - Chief Financial Officer (From 23^rd May 2025)

• Mr. S Sivakumar- Chief Financial Officer (Till 23^rd April 2025)

• Mr. Prince Thomas - Company Secretary and Compliance Officer

16. POLICIES

• VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company noticed by them which could adversely affect companys operations to the Chairman of the Audit Committee. The policy is available at the Companys website https://sspowergroup.com/investors/.

No concerns or irregularities have been reported during the period. The Company hereby affirms that no Director/ employee has been denied an access to the Chairman of the Audit Committee and that no complaints were received during the year.

• RISK MANAGEMENT POLICY

The Company has already in place an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Through risk management approach, the Company ensures that risk to the continued existence as a going concern and to its development are identified and addressed on a timely basis.

The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.

• POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

• DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of theirgenderorseniority. Discrimination and harassment of any type are strictly prohibited. Your Company has in place a comprehensive Policy in accordance with the provisions of POSH Act and Rules made thereunder.

All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed on the Companys intranet portal. The Company has zerotolerance towards sexual harassment.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee ("ICC") underthe POSH Act to redress complaints received regarding sexual harassment.

To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company creates awareness by imparting necessary trainings.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY 2025- 26, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY 2025-26 - NIL

b) Number of complaint(s) disposed of during FY2025-26 -NIL

c) Number of cases pending for more than 90 days (which is stipulated timeline for completion of an inquiry into a compliant of sexual harassment under POSH Act) - Nil

d) Number of cases pendingas on 31st March 2026-Nil.

17. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Act, your directors,

based on information made available to them, confirm

the following:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relatingto material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments 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 on 31st March 2026.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis;

e. that 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;

f. that 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.

18. EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the company as on 31st March 2026 is available on the Companys website of the Company https://sspowergroup. com/investors/

19. AUDITORS

A. Statutory Audit & Report

Pursuant to your approval in the 44th Annual General meeting held on 28th September 2022, your Company has re-appointed M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No: 101961W/ W100036), as the statutory auditors of the company, for a second term of five (5) consecutive years to hold the office till the conclusion of 49th Annual General Meeting to be held in 2027.

Auditors Report:

No qualifications, adverse remarks, or disclaimers were made by the Statutory Auditors with regard to the financial statements for the financial year 2025-2026.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. There have been no instances of fraud reported by the above-mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2025-2026.

B. Secretarial Audit & Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Regulations)2015 and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on approval of the members at 47th Annual General Meeting held on 17th September 2025, M/s. BP & Associates, Practising Company Secretaries, has been appointed as secretarial auditors for five (05) years from the ensuing Annual General Meetingto hold office till the conclusion of 52nd Annual General Meeting. The Report of the Secretarial Audit of the company and the material subsidiaries are annexed herewith as ANNEXURE - II.

The Secretarial Auditors for the financial year ended 31st March 2026 contains qualifications and clarifications by the Board as follows;

OBSERVATION	MANAGEMENT REPLY
As on 31st March 2026, the company has seven (07) directors comprises of one (01) Executive Director, three (03) Non- Executive & Non Independent Directors and three (03) Non- Executive & Independent Directors. Since, the Chairperson of the board is a promoter and Non-executive & Non Independent Director, pursuant to Regulation 17 of SEBI (LODR) Regulation 2015, at least half of the board shall comprise of Independent directors. Accordingly, the Company shall have minimum of four (04) independent directors for the current composition. Elowever, the Company has only three (03) independent directors which is not in compliance with the requirement that at least half of the Board comprise Independent Directors.	As on 31st March 2026, company has 7 Directors including one executive director, three non-executive directors and three independent directors.
	In orderto comply with the Regulation, the company have appointed an independent director in the board meeting held on 22nd May 2026.
	As on signing date of the report the company have complied with the Regulation.
Pursuant to Regulation 24 of SEBI (LODR) Regulations 2015, the company has material subsidiaries. However, as on 31st March 2026, no independent director of the company has been appointed on the Board of its material subsidiaries, namely Hamilton Research & Technology Private Limited and Acrastyle Limited, UK, as required underthe applicable provisions of the said Regulations.	The company have appointed one independent director in S&S Power Switchgear Equipment Limited on 17th Nov 2025.
	Further to that, we have appointed one independent director in Hamilton Research & Technology Private Limited on 14th May 2026.
	Management already taken initiative for appointment of an independent director in Acrastyle Limited, UK.
Pursuant to Regulation 17(6)(a) of SEBI (LODR) Regulation, 2015, the fees or commission payable to Non-Executive Directors are subject to the prior approval of the shareholders in a General Meeting. However, the company has not obtained requisite approval of the members for making quarterly payment of remuneration of ?2,00,000/- (Rupees Lakhs only) per quarter, in addition to sitting fee, to the Non-Executive directors of the company.	The company will ensure to pass the resolution in the upcoming annual general meeting itself.
The company had four (04) directors on the Nomination and Remuneration Committee, comprising two (02) Non - Executive Independent Directors and two (02) Non-Executive Non- Independent Directors. As per Regulation 19 of SEBI (LODR) Regulation 2015, the committee shall comprise of at least two-third (2/3rd) of independent directors. To ensure compliance with the prescribed composition, the Company reconstituted the Committee by ceasing the membership of one Non-Executive Non-Independent Director and ensured that the Committee had the requisite composition at the Board Meeting held on 23rd May 2025. However, the Stock Exchange imposed a fine in respect of the period during which the Committee did not have the prescribed composition.	The company have complied with the Regulation with effect from 23rd May 2025.
	Going forward, the company will ensure the compliance regarding the same.
The Nomination and Remuneration Committee has granted Employee Stock Options (ESOPs) to the employees of Acrastyle Limited UK which is a step down wholly owned overseas subsidiary of the company. As per Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019, where an Indian Company issuing ESOPs to persons resident outside India who are its employees /directors or employees / directors of its holding company / joint venture / wholly owned overseas subsidiary / subsidiaries, the form ESOP is required to be filed with the Reserve Bank of India within 30 days from the date of issue of the ESOPs. However, the company has not filed the form ESOP with Reserve Bank of India.

C. Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014 and all other applicable provisions, M/s. Durv & Associates LLP, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2025-26.

D. Cost Audit & Cost Records

Your Company does not fall under the purview of Section 148 of Companies Act, 2013.

20. REPORTING OF FRAUDS

The Statutory and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

21. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance, forms an integral part of this report as ANNEXURE III. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors periodically.

Your Company is committed to observing good corporate governance practices in letter and spirit. Your Board of Directors has taken all necessary steps to ensure compliance with the Corporate Governance guidelines, as laid out in the SEBI listing Regulations. All the Directors and Key Management Personnel ofthe Company have affirmed in writingtheir compliance with and adherence to the Code of Ethics for Board of Directors and Senior Executives adopted by the Company.

The Annual report ofthe Company contains a certificate by the Managing Director in terms of the SEBI listing Regulations on the compliance declarations received from the Directors and the Senior Management Personnel.

The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as Annexure in this report.

As required underSEBI (LODR) Regulations, Your Company has obtained a certificate from the Practising Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/ Statutory Authorities. The said Certificate is forming part of this Report

Further as required under Regulation 17(8) ofthe SEBI listing Regulations, a certificate from the Managing Director and Chief Financial Officer of the Company with regard to the financial statements and other matters is being annexed with this Report as ANNEXURE III.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy

• Steps taken or impact on conservation of energy-The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

• Steps taken by the company for utilising alternate sources of energy - The Company is also making continuous efforts to utilize alternate sources of energy.

• Capital investment on energy conservation equipments - The Company has launched formal management system implementation on environment, health safety. It will bring significant focus on sustainable development and energy conservation.

(B) Technology Absorption & Product Innovation

• Efforts made towards technology absorption - Companys products are manufactured by using in-house knowhow technology and no outside technology is being used for manufacturing activities.

• the benefits derived like product improvement, cost reduction, product development or import substitution - Nil

• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported - Nil

(b) the year of import - Nil

(c) whether the technology been fully absorbed - Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Nil

• Company operates in a very competitive environment regularvalueengineeringand adoption of new efficient material and manufacturingtechnology is a keytostay at the forefront of the cost competitiveness.

(C) Foreign Exchange Earnings and Outgo:

• Total Foreign exchange earned in terms of actual inflows duringthe Financial Year- Nil

• Total Foreign exchange earned in terms of actual outgo duringthe Financial Year-

23. INTERNAL FINANCIAL CONTROLS

The Company has well defined and adequate internal financial control system over financial reporting, commensurate with the size, scale, and complexity of its operations to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

Internal Financial controls help the Board to monitor the state of controls in key business processes. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The Internal Auditors evaluate the effectiveness and adequacy of internal controls, and compliance with operating systems, policies, and procedures of the Company and recommend improvements if any. Significant audit observations and the corrective/ preventive action taken or proposed to be taken by the process owners are presented to the Audit Committee. The Scope of Internal Audit is annually determined by the Audit Committee considering the inputs from the management and statutory auditors.

The capital expenditure of the Company as well as its Group is monitored and controlled with reference to approved budgets. The Audit Committee reviews the overall functioning of Internal Audit on a periodical basis.

The details in respect of internal financial control and their adequacy are included in the auditors report which forms an integral part of this report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility and related rules are not applicable to the Company.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees, and investments are provided as part of the financial statements.

26. RELATED PARTY TRANSACTIONS

All the related party transactions entered duringthe year were on an arms length basis and in the ordinary course of business. All the related party transactions affected during the year are disclosed in the notes to the Financial Statements.

There were no materially significant related party transactions,

i.e. transactions exceeding 10% of the annual turnover of the Company as per the last audited financial statements entered into 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. Details of related party transactions are annexed to this report in the prescribed Form AOC-2 as ANNEXURE IV. Also, none of the Directors or the Key Managerial Personnel of the Company has any pecuniary relationship ortransactions vis-a- vis the company.

27. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

It is firmly believed that employees of the Company and its group are the most valuable assets and key players in business success and sustained growth. The Company constantly strives to enhance the level of employee engagement and to ensure healthy career growth for employees at all levels. A diverse pool of lateral talent has been hired to enhance bench strength. This includes professional experts with excellent academic credentials and a professional track record.

The Company continued to conduct various employee benefit, recreational and team-building programs to enhance employee skills, and motivation as also to foster team spirit. The Company has also conducted in-house training programs to develop leadership as well as technical/functional capabilities of its employees in order to meet future talent requirements. Industrial relations were cordial throughout the year. The Company has also identified a pool of the best human resources who are being groomed for future leadership roles. Structured safety programs were organized emphasizing the safety of people during the year under review. We affirm that the remuneration paid duringthe period under review is as per the Remuneration Policy of the company.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

29. MANAGERIAL REMUNERATION

Particulars of employees as required in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure V

30. LISTING OF SHARES

The shares of your Company are listed at National Stock Exchange Limited and Bombay Stock Exchange Limited.

31. DEMATERIALIZATION OF SHARES

As on 31st March, 2026,1,12,27,579 equity shares representing 90.97% of the total equity share capital of the Company were held in dematerialized form with National Securities Depository Limited 1,02,49,718 Equity Shares amounting to 83.05% and Central Depository Services (India) Limited with 9,77,861 Equity Shares of 7.92%.

Your Company has sent reminders to all concerned shareholders advising them to convert physical shares into demat form. The Companys Registrars are M/s. KFin Technologies Limited at Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Elyderabad-500 032.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

33. PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of "InsiderTrading" as mandated bytheSEBI and same is available on the website of the Company https://sspowergroup.com/ investors/.

Your Companys Audit Committee monitors implementation of said Policy.

34. CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can be accessed on the Companys website https://sspowergroup.com/investors/.

35. 48th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

Your Company made arrangement to conduct 48th AGM through Video Conference / Other Audio-Visual Means for which necessary information has been given separately in Notice of 48th AGM.

36. FINES PENALTIES LEVIED BY STOCK EXCHANGES

The BSE and NSE have imposed a penalty of ?3,28,040 each on the Company for non-compliance with Regulations 19(1) and 19(2) of the SEBI (LODR) Regulations, 2015. The Company has duly paid the penalties imposed by both the stock exchanges.

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

38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: nil

39. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance of Maternity Benefit Act, 1961 with the letter and spirit.

40. GRATITUDE & ACKNOWLEDGEMENTS

Your Directors placed on record their sincere & high appreciation for the unflinching commitment, dedication, hard work and valuable contribution made by the employees of the company and its subsidiaries for sustained growth of group as a whole. Your Directors also sincerely thank all the Promoters, stakeholders, Government authorities, Customers, vendors, Banks business associates, shareholders and other statutory bodies for their continued assistance, support and co-operation.

Krishnakumar Ramanathan	Ashish Sushil Jalan
Managing Director	Chairman
DIN:08880943	DIN:00031311