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.

A) STANDALONE: (Rs. In Thousands)

PARTICULARS	2023-24	2022-23
Total Revenue	2,65,814.66	5,07,204.44
Less: Operating Expenses	2,73,900.37	5,52,787.57
Gross Profit/(Loss) before Depreciation and Interest	(8,085.71)	(45,583.13)
Less: Finance Costs	18,068.60	37,929.76
Depreciation and Amortization Expense	1,960.83	2,796.52
Profi /(Loss) before Tax Before exceptional and extra-ordinary items	(28,115.14)	(86,309.41)
Exceptional and Extra-ordinary Item	0.00	0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items	(28,115.14)	(86,309.41)
Less: Tax Expense (Net)	0.00	0.00
Profit/(Loss) After Tax	(28,115.14)	(86,309.41)
Balance of Profit brought forward	(3,45,357.57)	(2,59,048.16)
Adjustment as per Ind AS 115	0.00	0.00
Profit available for appropriation	(3,73,472.71)	(3,45,357.57)
APPROPRIATIONS	0.00	0.00
Proposed Dividend	0.00	0.00
Tax on the proposed dividend	0.00	0.00
Transfer to General Reserve	0.00	0.00
Balance carried to Balance Sheet	(3,73,472.71)	(3,45,357.57)

B) CONSOLIDATED:

PARTICULARS	2023-24	2022-23
Total Revenue	2,65,805.04	5,12,917.10
Less: Operating Expenses	2,74,150.46	5,54,360.36
Gross Profit/(Loss) before Depreciation and Interest	(8,345.42)	(41,443.26)
Less: Finance Costs	18,068.60	42,068.72
Depreciation and Amortisation Expense	1,960.83	2,796.52
Profit/(Loss) before Tax Before exceptional and extra-ordinary items	(28,374.85)	(86,308.50)
Exceptional and Extra-ordinary Item	0	0.00
Profit/(Loss) before Tax after exceptional and extra-ordinary items	(28,374.85)	(86,308.50)
Less: Tax Expense (Net)	0	0
Profit/(Loss) After Tax	(28,374.85)	(86,308.50)

STATE OF THE COMPANYS AFFAIRS

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.

The projects undertaken by the Company are under different stages of execution, and the performance of the Company during the current year i.e., 2024-25 is expected to be in accordance with Companys plans.

PROPERTY DEVELOPMENT PROJECTS CHENNAI

SSPDL Park Centre Project:

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.

We are happy to announce that we have already signed up a Letter of Intent with M/s. Work Easy Space Solutions Private Limited for leasing of ‘A grade Warm Shell for 15 years with initial lock-in period of 5 years. The monthly Lease Rental is Rs.70/- per sq. ft. for 36 months with 15% escalation in rent for every 3 years. M/s. Work Easy Space Solutions Private Limited is currently managing more than 1.5M sq. ft. of co-working space and 90% of it is in Chennai.

Alpha City Project

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.

Godrej SSPDL Azure Project

Godrej SSPDL Azure Project is a Residential Apartments project situated at Padur, Kazhipattur Village in Old Mahabalipuram Road (IT Highway), Kancheepuram District.

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.

So far 475000 sft of the Project has been completed and completely sold out. Only now the markets revived and we intend taking up the execution of the balance 570000 sft in the next 3 years.

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).

SSPDL Lakewood Enclave

A Residential Villa (Lakewood) / Apartment (Mayfair) project on a 3.89 Acre plot of land situated at Thalambur Village of Old Mahabalipuram, (IT Express Highway), Chennai. The apartment project is completed and handed over.

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).

We have already sold 13 Villas from our share of 18 villas in Lakewood. Construction of Villas is in progress and has an unsold area of 11,982 sq. ft. Post pandemic now the markets are revived and we are hopeful of completing it by December 2024.

HYDERABAD

We are happy to announce that the largest residential project for the Company, The Retreat, Hyderabad (BHEL Employees Cyber Colony) has been completed and delivered 1251 homes of a value of Rs. 400 Crores to the Customers.

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.

Further number of frivolous legal cases were initiated which resulted in further delays in funding. Now that all the issues are sorted out, we hope to complete the balance sales and exit from the Project.

SSPDL Suri Nilayam

Company entered into a Joint Development Agreement (JDA) for constructing residential apartments in Domalguda, Hyderabad. Approximate built-up area is 25,800 sft. Share of Company and Owner is 45:55. Proposed to complete the project within 24 months from obtaining all sanctions or within such extended time as per the terms of the JDA.

We are happy to inform that we have received all the statutory approvals from GHMC to start the construction. All the relevant fee had been paid. On 25th of Jan 2024, we have taken possession of property and started the demolition of building. The building is demolished fully and the Rock Cutting work completed. We re-negotiated the sharing ratio to 50:50 now. We started the construction work in July 2024. We have received the approval from TSRERA.

SSPDL Northwoods

SSPDL Ltd and Indiareit Fund Advisors Pvt. Ltd. through their SPVs had acquired 42 acres in Gundla Pochampally village, Hyderabad to develop a gated residential villa community "SSPDL Northwoods". The land conversion process is completed.

As the Micro market did not support Villa development, the Layout Project was completed and sold out.

CONSTRUCTION BUSINESS:

Members are aware that, Company has incorporated a Subsidiary Company i.e., SSPDL Infratech Private Limited ("SIPL") for carrying on the Construction Business.

During the year under review, no contract has been taken in SIPL.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended March 31, 2024.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

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

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2023-24 is uploaded on the website of the Company and can be accessed at www.sspdl.com/investors.php.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

Re-Appointments:

During the year under review, in 29^th Annual General Meeting (AGM) held on 29.09.2023 Smt. Sabbella Devaki Reddy (DIN: 02930336) was reappointed as Director. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri E.Bhaskar Rao (DIN: 00003608), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors, based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Sri E.Bhaskar Rao, Director, retiring by rotation.

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.

Re-appointment of Sri Prakash Challa, Chairman and Managing Director

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.

Changes in Key Managerial Personnel

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.

Pursuant to provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as at the date of this report, the following have been designated as the Key Managerial Personnel of the Company:

a. Sri Prakash Challa	- Chairman and Managing Director
b. Sri U.S.S. Ramanjaneyulu N	- Chief Financial Officer
c. Sri. A.Shailendra Babu	- Company Secretary and Compliance officer

NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, Four (4) meetings of the Board of Directors were held on 23rd May, 2023, 11th August, 2023, 13th November, 2023, and 14th February, 2024. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report, which is enclosed to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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.

FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with relevant documents, information to enable them to have a better understanding of the Company, its operations, and the industry in which it operates through the Board proceedings.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.

Audit Committee: As on the date of this report, the Audit Committee comprises Sri B. Lokanath (Chairman), Sri P.Murali Krishna (Member), and Sri K.Shashi Chandra (Member).

Corporate Social Responsibility Committee: As on the date of this report, the Corporate Social Responsibility (CSR) Committee comprises Sri Prakash Challa, (Chairman), Sri B.Lokanath (Member), and Sri K.Shashi Chandra (Member).

However, your company is not required to expend any amount towards CSR during the year under review as it did not fall under the purview of the provisions of section 135(1) of the Act.

Kindly refer Corporate Governance Report for matters relating to the Board, Audit Committee, Nomination and Remuneration

Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee for constitution, meetings, etc.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

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.

AUDITORS

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.

AUDITORS REPORT

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.

COST RECORDS AND COST AUDIT

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.

INTERNAL AUDITORS

The Board of Directors of the Company appointed M/s. Vemulapalli & Co., Chartered Accountants, Hyderabad as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year ended March 31, 2025.

SECRETARIAL AUDIT

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.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

The Secretarial Audit of M/s. SSPDL Infratech Private Limited (material unlisted subsidiary of the Company) was carried out as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report issued by M/s. Savita Jyoti Associates, Practicing Company Secretaries, Hyderabad is annexed to this report as

ANNEXURE – 1B.

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and a statement showing the names, remuneration received, and other particulars of top ten employees as prescribed in Rules 5(2) and 5(3) of the aforesaid Rules, are provided in ANNEXURE – 2.

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.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT.

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.

SUBSIDIARY/ASSOCIATE COMPANIES

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.

The Statement containing salient features of financial statements of subsidiaries:

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility ("CSR") Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The CSR Policy is available on the website of the Company at http://sspdl.com/investors.php.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a separate report on Management Discussion and Analysis is enclosed as an ANNEXURE - 3 to the Directors Report.

CORPORATE GOVERNANCE REPORT

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.

SHARES PLEDGED BY THE PROMOTERS/DIRECTORS

The number of shares pledged by promoters and directors of the company: NIL.

INSURANCE

The properties and insurable interest of the Company, wherever considered necessary and to the extent required have been adequately insured.

DEPOSITS

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.

SHARE CAPITAL

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.

WHISTLEBLOWER POLICY

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 Audit Committee oversees the vigil mechanism through the committee. This Policy inter-alia provides direct access to the Chairman of the Audit Committee.

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.

The Whistle Blower Policy may be accessed on the Companys website at the link: viz. https://www.sspdl.com/investors.php

DEMATERIALISATION OF SHARES:

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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 125 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that remained unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. The unclaimed dividend amount for the year 2006-07 was transferred earlier to the IEPF established by the Central Government under applicable law. During the year 2019-20, in terms of Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, the Company has transferred 25,713 equity shares to the demat account IEPF Authority on 27.12.2019 in respect of which the dividend has not been claimed for a period of seven years or more. Also, Company uploaded the details of such shareholders and shares transferred to IEPF on the website of the Company at http://www.sspdl.com/investors.php in the Corporate Governance section.

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

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

The Company is committed to provide a protective environment at the workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, The Company has complied with the constitution of Internal Complaints Committees to which employees can write their complaints and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace.

During the year ended 31 March, 2024 there were no incidents of sexual harassment reported in the Company i.e., Complaints pending at the beginning of the year: NIL, Complaints received during the year: NIL, disposed of during the year: NIL, pending at the end of the year: NIL.

DIRECTORS RESPONSIBILITY STATEMENT

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.

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

THE CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

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 Board had approved policies on Related Party Transactions and Material Subsidiary. Both the policies have been uploaded on the Companys website, under the web link: http://sspdl.com/investors.php.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:

(A) Conservation of energy-

(i) the steps taken or impact of energy on conservation	Even though the Companys activity is Real Estate, Property Development and Civil Construction which are not power intensive, the Company is making every effort to conserve the usage of power.
(ii) the steps taken by the company for utilising alternate sources of energy	Not Applicable
(iii) the capital investment on energy conservation equipments	NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	No technology has been imported during the past 3 years.
(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; and	NIL
(iv) the expenditure incurred on Research and Development.	NIL

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign	For the year ended
Exchange outgo during the year in terms of actual outflows:
	31.03.2024	31.03.2023
- Foreign Exchange Earnings	NIL	NIL
- Foreign exchange Outgo	NIL	NIL

RISK MANAGEMENT

The Company has developed and implemented a risk management policy for the company. In the opinion of the Board, there are no foreseeable risks that may threaten the existence of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

NOMINATION AND REMUNERATION POLICY

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.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The evaluation of Board, Committee(s), and individual Directors was carried out based on a structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc. Further, the details on performance evaluation criteria are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

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.

A meeting of the Independent Directors was held on 13th November, 2023 and all independent directors attended the meeting.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government, and Semi-Government agencies for their continued assistance and co-operation extended to the Company and also wishes to place on record their appreciation of employees for their hard work, dedication, and commitment.

ANNEXURE - 1A

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE PERIOD ENDED MARCH 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

SSPDL Limited

CIN: L70100TG1994PLC018540

3^rd Floor, Serene Towers, 8-2-623/A, Road No. 10, Banjara Hills, Hyderabad-500034, Telangana, India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s SSPDL Limited (hereinafter called the ‘Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

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:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable during the Audit period).

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; (Not applicable during the Audit period)

(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)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable during the Audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable during the Audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (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:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange Limited.

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

We further report that:

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act/ Regulation(s).

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.

Since none of the members have communicated dissenting views in the matters/ agenda proposed from time to time for consideration of the Board and Committees thereof, during the year under the report, hence were not required to be captured and recorded as part of the minutes.

We further report that based on our limited review of the compliance mechanism established by the Company, there appear adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that our Audit was subjected only to verifying adequacy of systems and procedures that are in place for ensuring proper compliances on the part of the Company.

To

The Members

SSPDL Limited

Our report of even date is to be ready along with this supplementary testimony.

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.

ANNEXURE - 1B

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members,

SSPDL INFRATECH PRIVATE LIMITED CIN: U45209TG2010PTC068608

3^rd Floor, Serene Towers,

8-2-623/A, ROAD NO.10, Banjara Hills, Hyderabad-500034

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s SSPDL INFRATECH PRIVATE LIMITED (hereinafter called the company), being a Material Subsidiary of SSPDL Limited. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

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:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; Not Applicable to the Company during the Audit Period;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Not Applicable to the Company during the Audit Period;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not Applicable to the Company during the Audit Period;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable to the Company during the Audit Period;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.*

* The Company being a material subsidiary of SSPDL Limited, directors and certain employees of the Company have been categorised as Designated Persons and are covered by the Code of Conduct, under The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, of SSPDL Limited.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) are not applicable to the Company during the year as there no relevant transactions during the audit period:

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

(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:

(i) Building and Other Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996

As per the information given and explanations provided by the Company, the Company has not carried on any business during the year and accordingly the aforesaid Act is not applicable during the year under review.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India; ii) The Listing Agreements entered into by the Company with Stock Exchange(s) - Not Applicable to the Company during the Audit Period;

iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable –

Not Applicable to the Company during the Audit Period;

The Company has complied with Secretarial Standards as issued by The Institute of Company Secretaries of India during the year under review.

I further report that

The Board of Directors of the Company is duly constituted as required under the Act. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

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.

All decisions at Board Meetings are carried out unanimously as recorded in the minutes of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To,

The Members,

SSPDL INFRATECH PRIVATE LIMITED CIN: U45209TG2010PTC068608

Hyderabad

My Secretarial Audit Report of even date is to be read along with this letter.

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.

ANNEXURE - 2

DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Sl. No. Name of the Director	Ratio of the remuneration to the median remuneration of the employees
1 Sri Prakash Challa	9.57:1
2 Sri E.Bhaskar Rao	0.06:1
3 Sri B.Lokanath	0.22:1
4 Sri K.Shashi Chandra	0.06:1
5 Sri P. Murali Krishna	0.20:1
6 Smt. Sabbela Devaki Reddy	0.03:1

The Non-executive Directors (other than Sri Prakash Challa) are eligible for sitting fee only for attending the meetings of the Board and its Committees.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Sl. No. Name of the Director	Designation	Percentage increase in remuneration
1 Sri Prakash Challa	Chairman and Managing Director	(28.57)
2 Sri E.Bhaskar Rao	Director	NIL #
3 Sri B.Lokanath	Director	NIL #
4 Sri K.Shashi Chandra	Director	NIL #
5 Sri P. Murali Krishna	Director	NIL #
6 Smt. Sabbela Devaki Reddy	Director	NIL #
7 Sri U.S.S. Ramanjaneyulu .N	Chief Financial Offi cer	23.08
8 Sri Rahul Kumar Bhangadiya @	Company Secretary	NIL
9 Sri A.Shailendra Babu *	Company Secretary	N.A.

@ Resigned on 24.05.2023

* Joined as Company Secretary on 11.08.2023

During the year 2023-24:

# 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.

(iii) The percentage increase in the median remuneration of employees in the financial year:

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.

(iv) The number of permanent employees on the rolls of Company:

As on 31.03.2024, there are 18 permanent employees on the rolls of the Company.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

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.

DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) and 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

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

S. No. Name of the employee	Prakash Challa	U.S.S. Raman- jane- yulu .N	N.Senthil Kumar	E.Peter Samuel	A Shailendra Babu	Maruthai raj A	Ravi N	Udaya bhanu K	Srinivasan S	Balaji G	Chandra mohan Naidu C
i Designation of the employee	Chairman & Managing Director	Chief Financial Officer	DGM - Planning	DGM - Ac- counts	Company Secretary	Dy. Project Manager	Manager – Electrical	Manager -Store & Admin	Project Manager	Accounts Executive	Admin Asst.
ii Remuneration received Rs. In Lakhs	60.00	19.19	13.7	12.3	12.00	9.75	7.15	7.15	6.27	5.47	3.89
iii Nature of employment, whether contractual or otherwise	Contractual	Regular	Regular	Regular	Regular	Regular	Regular	Regular	Regular	Regular	Regular
iv Qualifications and experience (in years) of the employee	M.Sc, CAIIB 46 Years	B.Com, CA 17 years	BE – Civil Engg. 23 Years	B.Com, MBA, ICWAI – One Group In Inter. 30 Years	B.Sc, ACS 25 Years	Diploma in Civil Engg 22 years	Diploma, 22 Years	+2, 31 Years	Diploma 32 Years	B.Com	B.Com 20 Years
v Date of commencement of employment	17.10.1994	02.01.2015	01.06.2012	22.11.2010	11.08.2023	01.06.2017	01.10.2012	01.04.2012	16.05.2006	21.11.2009	01.04.2012
vi The age of such employee (years)	70	38	52	57	48	42	48	55	53	51	46
vii The last employ-
viii The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub- rule (2) above; and	18.25	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
ix Whether the employee is a relative of any director or manager of the company and if so, name of such director or manager	No	No	No	No	No	No	No	No	No	No	No

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.