SSPDL Ltd Directors Report

To,

The Members

Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March, 2024.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to the previous year are as under.

The total revenue of your Company for the year under review is Rs. 2658.15 lakhs as compared to Rs. 5072.04 lakhs for the previous year ended 31st March, 2023. Profit/(Loss) after tax is Rs. (281.15) lakhs as against Rs. (863.09) lakhs in the previous year.

Deed of Lease executed with the sole trustee of Sir John Demote. The project proposal is to long lease the land of 5.72 grounds (13,728 sq. ft.) belonging to the Estate to SSPDL for 33 years. SSPDL has paid Rs.2 Crore interest free non-refundable deposit to Sir John Demote and registered the deed. SSPDL plans to build and operate commercial offices. The total Built-up area is approximately 28644 sq. ft.

We got the approval for reclassification of land use from CMDA. Plan Sanction and Planning Permission from CMDA and building permission from GCC obtained. We are going to start the construction work shortly.

This Project has been completed in 2007. As on 31.03.2024 we have to receive Rs. 11.21 Crores, however, as on date of this report Rs. 5.61 Crores is receivables which is secured by built up space of 38,583 sft. On account of Work from Home Policy, there was no off take of space. Now the situation has changed and we are hopeful of realizing this during this financial year.

The project is executed through M/s. Godrej SSPDL Green Acres LLP ("LLP"). M/s. SSPDL Limited, Landowners, and M/s. Godrej Properties Limited has entered into a partnership to develop 10.45 Lakhs sft in the above said residential project on the profi t sharing model on 27.03.2014.

Godrej Properties Ltd (GPL) is in the final stages of negotiation in coming up of an offer to purchase the non-GPL Partners unsold FSI and want to revive the project after settling up of the Non-GPL Partners (Land Owners, SSPDL and Mumbai Partners) GPL is keen that SSPDL Ltd execute the entire projects by way of a construction contract given to SSPDL and funded by GPL. In the last four months, we have been discussing with the sub-contractors so that back to back contract is awarded and SSPDL will benefit by about Rs.200/- per sqft on the unsold area. The contract value will be approximately 180 Crores to be completed in two to three years. The project is likely to taken up during the 3^rd quarter of this year (October to December quarter).

Residential Villa project consists of 32 Villas. Layout sanction and planning permissions are received. Buildings have been pre certified GOLD by Indian Green Building Council (IGBS).

Apart from the individual homes, the LIG Apartments has been completed and delivered. EWS Apartments are in the final finishing stage. In this project we still have unsold units of value of Rs. 12 crores in the LIG & EWS Category which will be sold during the financial year.

This project has not progressed on expected lines because the delay of the recovery from the clients. Also due to uncertainty in the rate of GST for residential apartments, the sales of LIG & EWS got impacted. This was further aggravated on account of the Pandemic and delays in getting Completing Certificate.

The Company does not propose to transfer any amount to the general reserve for the financial year ended March 31, 2024.

The brief profile of the director seeking appointment/reappointment at the ensuing Annual General Meeting is presented in the annexure to Notice of 30th Annual General Meeting.

Sri Prakash Challa was re-appointed as the Chairman and Managing Director of the Company for a period of five years from 01.10.2019 to 30.09.2024, by passing a special resolution in the 25^th Annual General Meeting held on 30.09.2019. As the term of appointment is ending on 30.09.2024, with the recommendation of the Nomination and Remuneration Committee, the Board of Directors, subject to approval of the members, approved the re-appointment of Sri Prakash Challa as the Chairman and Managing Director and remuneration payable to him.

In pursuance of applicable provisions of the Companies Act, 2013 and the Rules made thereunder, on recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 23.05.2023 revised the remuneration of Sri Prakash Challa, Chairman and Managing Director from Rs.7,00,000/- to Rs.5,00,000/-. Accordingly, w.e.f. 01.04.2023, the remuneration payable to of Sri Prakash Challa, Chairman and Managing Director is: a) Salary: Fixed Salary of Rs.5,00,000/- (Rupees Five Lakhs Only) per month including dearness and all other allowances, b) Perquisites: i) Contribution to the Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961, ii) Gratuity payable at a rate not exceeding half a months salary for each completed year of service, and, iii) Encashment of leave at the end of the tenure. c) Company cars with driver for official use, provision of telephone(s) at residence, Apart from the remuneration aforesaid, he shall be entitled to reimbursement of expenses incurred in connection with the business of the Company.

In pursuance of applicable provisions of the Companies Act,2013, rules made there under and SEBI (LODR) Rules, 2015, considering the recommendations of the Nomination and Remuneration Committee and the evaluation of their performance carried out by the Board, subject to approval of the members, your directors approved and recommend to the members (i) the re-appointment of Sri E.Bhaskar Rao as Director, (ii) re-appointment of Sri Prakash Challa as Chairman and Managing Director of the Company and fixing the remuneration at the ensuing Annual General Meeting as mentioned in Notice of 30th AGM. The disclosures required pursuant to Secretarial Standard, Companies Act, 2013, Regulation 36 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given respectively in the annexures to the Notice of the 30th AGM and in the Corporate Governance Report.

During the year under review, Mr. Rahul Kumar Bhangadiya (Membership Number A 44666), Company Secretary and Compliance officer of the Company resigned with effect from 24.05.2023. Consequent to resignation of Mr. Rahul Kumar Bhangadiya, based on recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. A.Shailendra Babu (Membership No. A 19761) holding the prescribed qualification under section 2(24) of the Companies Act, 2013, as the Company Secretary and Compliance Officer of the Company with effect from 11th August, 2023.

As on March 31, 2024, Mr. B Lokanath, Mr. P Murali Krishna and Mr. K Shashi Chandra are Independent Directors on the Board. The Board hereby confirms that, all the Independent Directors of your Company have given a declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). Further, the Independent Directors confirmed that the respective Independent Director is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors took on record of the declarations and confirmations submitted by the independent directors under Regulation 25(8) after undertaking due assessment of the veracity of the same.

As per the applicable provisions of the Companies Act, 2013 ("the Act"), the Independent Directors of the Company have registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors of the Company are persons of integrity and possess the relevant expertise and experience (including the proficiency, as per the applicable law) to qualify as Independent Directors of the Company and are Independent of the Management. Further, declaration on Compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.

The company has placed a system of internal financial controls with reference to the financial statements. In our view, these internal financial controls are adequate and are operating effectively.

In pursuance of the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s), amendment(s) or reenactment(s) thereof, for the time being in force), M/s. Karvy & Co., Chartered Accountants (ICAI Firm Registration No. 001757S), Hyderabad was appointed, at the 28th Annual General Meeting (AGM) of the Company held on 27.09.2022, as the Statutory Auditors of the Company to hold office for a term of 5 (five) years from the conclusion of 28th AGM until the conclusion of the 33rd Annual General Meeting of the Company to be held in the year 2027, at such remuneration plus applicable taxes, out of pocket expenses as may be incurred by them during the course of the Audit, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Auditors Report to the shareholders does not contain any qualification and issued an unmodified opinion. However, the auditors as ‘Emphasis of Matter mentioned with regard to Note 8(a) of the standalone financial statements pertaining to receivables balances including trade receivables which are due from related parties and others i.e., ‘As at 31st March, 2024, the trade receivables amounted to Rs. 11,21,76.75 thousands which include receivables from related parties amounting to Rs. 11,21,103.98 thousands, are outstanding for more than one year. The response of the Board in this regard is provided below: (i) the Management is of the firm view that the trade receivables will be recovered by the Company, and as on date of this report the amount receivable is Rs. 5.61 Crores (ii) the delay happened because of huge supply and less demand for the IT Space in Chennai, due to which the recovery from Alpha City Chennai IT Park Projects Pvt. Ltd. got delayed, (iii) Company taking necessary steps to receive the dues from time to time, and (iv) the balance receivable is secured. As required by the SEBI (LODR) Regulations, 2015, the auditors certificate on corporate governance is enclosed to the Boards Report. The Auditors certificate for the year ended 31.03.2024 does not contain any qualification, reservation, or adverse remark.

For the financial year 2023-24: The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2023-24. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2023-24.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the financial year 2023-24. A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as ANNEXURE – 1A.

During the year under review, no employee of your company drawn the remuneration in excess of the prescribed limits as laid down in rule 5(2) i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty thousand per month. Also, during the year under review, no employee of your company was employed throughout the financial year under review or part thereof and received remuneration which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The Statutory Auditors Report, and the Secretarial Audit Report to the members, for the year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. However, the reply of the Board to the ‘emphasis of matter reported in the Statutory Auditors Reports is given in the ‘Auditors Report clause above. During the year, there were no instances of frauds reported by the auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.

Names of companies which have become or ceased to be its subsidiaries, joint ventures, or associate companies during the year: Nil Report on highlights of the performance, the financial position of each of the subsidiaries, associates, and joint venture companies, and their contribution to the overall performance of the company during the period under report: SSPDL Infratech Private Limited, a wholly owned subsidiary of the Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of Rs. (2.52) lakhs for the year ended 31st March, 2024 as compared to total revenue of Rs. NIL and profit/(loss) after tax of Rs. (1.16) lakhs in the previous year.

Northwood Properties India Private Limited, an associate of the Company, recorded total revenue of Rs. NIL and profit/ (loss) after tax of Rs. (3.02) Lakhs the year ended 31^st March, 2024 as compared to total revenue of Rs. 29.12 lakhs and profit/(loss) after tax of Rs. 17.44 lakhs in the previous year. The Company is not having joint ventures, hence, no information is provided. The financial position of each of the subsidiaries companies is provided in Form AOC-1 attached to the consolidated financial statements.

In pursuance of provisions of section 129(3) of the Companies Act, 2013, and the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries in the prescribed format - Form AOC-1 is attached to the consolidated financial statement.

The audited consolidated financial statement presented by the Company are prepared in accordance with the Indian Accounting Standards (Ind AS), the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, and other relevant provisions of the Companies Act, 2013, Listing Regulations.

In pursuance of provisions of section 129(3) of the Companies Act, 2013, the consolidated financial statement are enclosed for laying before the annual general meeting of the company along with the laying with the financial statement of the Company. Upon a request is received, the annual accounts of the subsidiary companies will be made available to shareholders of the company. The annual accounts of the subsidiary companies shall also be kept for inspection during business hours by any shareholder in the registered office of the company and the same will be kept on the companys website i.e., www.sspdl.com.

A separate section on Corporate Governance, which forms part of the annual report, enclosed as an ANNEXURE – 4 to the Directors Report. The Auditors Certificate on compliance of conditions of corporate governance is also enclosed.

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The details of money accepted and received from the directors of the company have been disclosed in the financial statements.

During the year under review, your Company has not issued (i) equity shares with differential voting rights, (ii) sweat equity shares, (iii) employee stock options, and (iv) not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

In pursuance of provisions of the Companies Act, 2013, and the Listing Regulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to providing a mechanism for (i) directors and employees of the Company to freely communicate/ report genuine concerns or/and grievances about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy, and (ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the same to the management. This Policy is an extension of the Companys Code of Conduct.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him/her since the last report together with the results of investigations, if any.

Of the total shares, 0.53% shares are held in physical form. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and for facilitating easy liquidity for shares.

The Shareholders may note that both the unclaimed dividend and corresponding shares transferred to the IEPF Authority, including all benefits accruing on such shares, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the Rules. Shareholders may refer Rule 7 of the said Rules for Refund of shares / dividend etc., and follow the Refund Procedure as detailed on the website of the IEPF Authority http://iepf.gov.in/IEPF/refund.html

In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 at March 31, 2024 and of the profit and loss of the company for the financial year ended March 31, 2024;

(c) 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) the Directors had prepared the annual accounts on a going concern basis; and (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.

There are no significant and/or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no one time settlement with any bank or financial institution.

There are no material changes and commitments affecting the financial position of the Company which has occurred between the financial year ended March 31, 2024 of the Company, and the date of this Report.

The particulars of loans, guarantees, and investments have been disclosed in the fi nancial statements.

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arms Length pricing basis. There were no such transactions entered by the Company, which are in conflict with the interest of the Company. Suitable disclosures as required by the applicable accounting standards have been made in the Notes to the financial statements.

The Nomination and Remuneration Policy, containing (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees, are provided in the Corporate Governance Report.

The Companys Independent Directors meet at least once in every financial year without the presence of non-independent directors and members of the management.

The independent director in their meeting (a) review the performance of non-independent directors and the Board as a whole, (b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors, and (c) assess the quality, quantity, and timeliness of the flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Based on our verification of the companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period from April 1, 2023 to March 31, 2024 (‘audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

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

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable during the Audit period)

2. We have relied on certifications/representations made by the officers of the Company and mechanism formed by the Company for compliance under the Applicable Act, Laws and Regulations to the Company. Major laws applicable to the Company are as follows:

1) Contract Labour Act, 1970;

2) Employees Provident Funds & Miscellaneous Provisions Act, 1952;

3) Employees State Insurance Act, 1948

4) Environment (Prevention of pollution control) Act, 1986;

3. We have also examined compliance with the applicable clauses of the following:

4. During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

1. Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

6. The secretarial Audit Report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

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

(f) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

I further report that the Company has complied with the following laws specifically applicable to the Company as declared by the Management of the Company:

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

1 The maintenance of Secretarial records is the responsibility of the Management of the Company. Further, the Company is also responsible for devising proper systems and process to ensure the compliance of the various statutory requirements and Governance systems.

2 It is the responsibility of the Management of the Company to ensure that the systems and process devised for operating effectively and efficiently.

3 My responsibility is to express an opinion on these secretarial records based on my audit.

4 I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices followed provide a reasonable basis for my opinion.

5 The Compliance of the provisions of other applicable laws, rules and regulations is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6 The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

@ Resigned on 24.05.2023

* Joined as Company Secretary on 11.08.2023

# There is no change in the sitting fee payable for attending each of the meeting of the Board and meeting of the Committees of the Board. Therefore, the percentage increase for Non-Executive Directors Remuneration is not considered for the above purpose. However, the amount of remuneration received by a non-executive director(s) may increase or decrease compared to previous year, based on the number of meetings held and attended during the year by the respective non-executive director. The details of remuneration paid to all directors, including non-executive directors are provided in the ‘Report on Corporate Governance.

There is an increase of 60.47% in the median remuneration of the employees in the financial year 2023-24 as compared to financial year 2022-23.

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e., 2023-24 is 2.08%. As per the provisions of the Companies Act, 2013 and Rules made thereunder, based on the effective capital of the Company, the managerial personnel (Sri Prakash Challa, Chairman and Managing Director) remuneration decreased by (28.57%).

(vi) It is hereby affirmed that the remuneration paid to the Employees, Directors is as per the Nomination and Remuneration Policy of the Company.

The names of the top ten (10) employees in terms of remuneration drawn: (As on 31.03.2024) ( in Lakhs)

During the year under review, no employee of your company drawn the remuneration in excess of the prescribed limits as laid down in the rule 5(2) i.e., Employees who (i) was employed throughout the financial year and received remuneration in the aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the financial year and received remuneration, in the aggregate, not less than rupees eight lakh and fifty thousand per month. Also, during the year under review, no employee of your company was employed throughout the financial year or part thereof and received remuneration which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.