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S & S Power Switchgear Ltd			Industry : Electric Equipment


BSE Code:	517273	NSE Symbol:	S&SPOWER	P/E(TTM):	0

ISIN Demat:	INE902B01017	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	85.4756088	Market Cap ( Cr.):	422.64	Face Value(Rs):	10

Change Company

Dear Members,

Your directors are pleased to present the Forty Seventh (47^th) Annual Report of S&S Power Switchgear Limited along with the Audited Financial Statements for the Financial Year 2024-25.

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 Regulations"), this report covers the Audited Financial results and other developments during the financial year from April 1, 2024 to March 31, 2025 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 31^st March 2025 is summarized as below

(In Rs. Lakhs)

	CONSOLIDATED		STANDALONE
PARTICULARS	Year Ended 31-03-2025	Year Ended 31-03-2024	Year Ended 31-03-2025	Year Ended 31-03-2024
Revenue from operations	18,549.81	15,966.01	9.73	4.29
Other income	193.40	91.11	413.99	156.24
Total revenue	18,743.21	16,057.12	423.72	160.53
Expenses	19,074.78	15,637.69	828.01	423.94
Profit/ (Loss) before exceptional items and tax	(331.57)	419.43	(404.29)	(263.41)
Less: Exceptional items	(137.89)	-	-	-
Profit/ (Loss) before tax	(469.46)	419.43	(404.29)	(263.41)
Tax Expense	(90.27)	12.36	(28.92)	8.03
Profit/ (Loss) for the Year	(379.19)	431.79	(433.21)	(255.38)
Other comprehensive income, net of income tax	226.11	(105.47)	0.05	14.46
Total comprehensive income for the Year	(153.08)	326.32	(433.16)	(240.92)
Earnings per Financial results for Geographical segments - Indian Operations and UK	(3.07)	6.96	(3.51)	(4.12)
Operation should be mentioned as it was mention last year

Details	2024-25	2023-24
Indian Operations:
Revenue from Operations	6,441.12	5,793.38
Operating Profit	(1,044.38)	(65.06)
Exceptional Items	(137.89)	-
Other Comprehensive Income (OCI)	(21.83)	0.78
Net profit after tax	(834.57)	(51.72)
UK Operations:
Revenue from Operations	12,455.08	10,398.29
Operating Profit	574.93	484.50
Exceptional Items	-	-
Other Comprehensive Income (OCI)	247.94	(106.24)
Net profit	681.49	378.25
Details	2024-25	2023-24
Consolidated:
Revenue from Operations	18,549.81	15,966.01
Operating Profit	(469.46)	419.44
Exceptional Items	-137.89	-
Other Comprehensive Income (OCI)	226.11	(105.47)
Net profit	(153.08)	326.31

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue for the year ended 31^st March 2025 is Rs. 18,549.81 Lakhs which is higher than the revenue of Rs. 15,966.01 Lakhs for the year ended 31^st March 2024. The Standalone revenue from operations of S&S Power Switchgear Limited is Rs. 9.73 Lakhs for the financial year ended 31^st March 2025 which is lesser than revenue of Rs. 4.29 Lakhs for the year ended 31^st March 2024. The Total consolidated Earnings / (Loss) before depreciation, finance costs, and taxation is Rs. 498.21 Lakhs for the financial year ended 31^st March 2025 as against Earnings / (Loss) of Rs. 1205.75 Lakhs for the year ended 31^st March, 2024.

A Consolidated profit after tax and before other comprehensive income is Rs. -379.19 Lakhs for the year ended 31^st March, 2025, as against income of Rs. 431.79 Lakhs for the year ended 31^st March, 2024.

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

There was no change in the nature of business of the Company during the year.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE 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 Company's 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 Group's 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 Regulations forms part of the annual report, is annexed to this report.

6. SHARE CAPITAL

The paid-up capital of the Company is Rs. 12,34,15,500 as on 31st March 2025. During the year under review, your Company has allotted 6,141,550 equity shares on preferential basis. The Equity Shares issued during the year rank pari passu with the existing Equity Shares of your Company.

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. Issue of equity shares with differential rights as to dividend, voting or otherwise; b. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

Employee Stock Option Scheme (ESOP)

During the year, as per recommendation of the Nomination and Remuneration Committee ("Committee"), the Board approved the formulation of ‘S & S Power Switchgear - Employee Stock Option Scheme 2024' ("ESOS 2024") for grant of employee stock options to eligible employees of the Company, its subsidiary company(ies) or holding company of the Company. Shareholders approved the same on 30^th September 2024.

The quantum of options approved by the shareholders under the scheme was 12,34,155. The Nomination and Remuneration Committee at its meeting held on 12th February 2025 has granted 6,62,801 options to the employees of the company and subsidiary companies. The details of the Employee Stock Option Plan forming part of the Notes to accounts of the Financial Statements form part of this Annual Report and are available on our website https://sspowergroup.com/.

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, Your Company has 4 Indian Subsidiaries and 2 Overseas Subsidiaries and there were no changes in the status of the subsidiaries. A list of companies which are subsidiaries/ associate to your Company is provided in Form AOC-1 is attached as ANNEXURE I. The policy for determining material subsidiaries of the Company is available on the Company's website URL: https://sspowergroup.com/disclosures/

8. APPROPRIATIONS a) Reserves

The Reserves for the end of the year 31^st March 2025 is Rs. 9,314.86 Lakhs as against the Reserves of Rs. 1,197.53 Lakhs as at 31^st March 2024. b) Dividend

During the year under review, 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 2024-25 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 Auditor's 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: secretarial@sspower.com up to the date of the AGM and the same would also be available on the Company's website: www.sspowergroup.com.

10. DEPOSITS

During the year under review, 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 Nine (9) Directors consisting of Four(4) Independent Directors, a Managing Director and Four(4) Non-Executive Directors.

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

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

• Mr. Vikas Arora (DIN: 08424037) has been appointed as Additional director (Non-Executive & Non independent) of the company with effect from 22^nd March, 2024. His appointment as a Non-Executive Director of the Company was approved by the Shareholders at the 46^th AGM of the Company held on 30^th September, 2024.

• Mr. Ajay Hari Tandon (DIN: 00128667) has been appointed as Additional director (Non-Executive & Non independent) of the company with effect from 07^th November, 2023. His appointment as a Non-

Executive Director of the Company was approved by the Shareholders at the 46^th AGM of the Company held on 30^th September, 2024.

• Mr. Arjun Soota (DIN:08281046) has been appointed as Additional director (Non-Executive & Non independent) of the company with effect from 29^th May, 2024. His appointment as a Non-Executive Director of the Company was approved by the Shareholders at the 46^th AGM of the Company held on 30^th September, 2024

• Mr. Padmakumar Prabhakara Panicker (DIN: 07994082) has been as appointed as Additional Director (Non-Executive – Independent Director) of the Company with effect from 03^rd January 2025. His appointment as a Non-Executive – Independent Director of the Company was approved by the Shareholders on 30^th March, 2025 through postal ballot.

• Mr. Kartik Nitin Sheth (DIN: 01965936) has been as appointed as Additional Director (Non-Executive – Independent Director) of the Company with effect from 12^th February 2025. His appointment as a Non-Executive – Independent Director of the Company was approved by the Shareholders on 30^th March, 2025 through postal ballot.

Cessation

• Mr. Ashok Kumar Vishwakarma, Director (DIN: 05203223) Director of the Company resigned from his directorship with effect from 31^st July 2024.

• Mr. Deepak Jugal Kishore Chowdhary, Independent Director of the Company, resigned from his directorship on 29^th May, 2024.

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 the SEBI Regulations.

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 is an Independent Women Director of the Company.

E. Changes in Key Managerial Person

Subsequent to the year under review, Company has approved the following appointment or resignation of the Key Managerial Personnel.

• Mr. Sivakumar Sivaraman has resigned from the position of Chief Financial officer of the company with effect from 23^rd April 2025.

• Mr. C N Sathyanarayanan has appointed as Chief Financial officer of the company with effect from 23^rd May 2025.

F. Retirement by rotation

Mr. Ajay Hari Tandon (DIN: 00128667), Non-Executive- Non Independent Director of the Company retires by rotation at the ensuing 47^th Annual General Meeting.

However, Mr. Ajay Hari Tandon, being eligible for reappointment, has expressed his intention not to seek re-appointment at the AGM, due to his increased responsibilities. The Directors places on record his outstanding service, significant contributions, and commitment to the Company. Accordingly, he would cease to hold office as Non-executive Director of the Company at the conclusion of 47^th AGM.

12. BOARD MEETINGS

During the year, 8 (Eight) 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 details of the meetings are furnished in the Corporate Governance Report. Furthermore, the intervening gap between the Meetings was within the period prescribed under Section 173(1) of the Act.

13. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

As per the requirements of Section 177 of the Companies Act, 2013, Regulation 18 of SEBI LODR an Audit Committee has been constituted. The composition, quorum, scope, etc. of the Audit Committee are in line with the Companies Act, 2013, and SEBI LODR. The audit committee has met and reviewed the financial statements for the financial year ended 31^st March, 2025 and has not given any adverse observations. The details of the meetings are furnished in the Corporate Governance Report.

Composition as on 31^st March 2025, the Audit Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Gayathri Sundaram	Chairperson
2	Ajay Kumar Dhagat	Member
3	Ashish Sushil Jalan	Chairman

II. NOMINATION AND REMUNERATION COMMITTEE

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

Composition As on 31^stMarch 2025, the Nomination and Remuneration Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Ajay Dhagat	Chairman
2	P Padmakumar	Member
3	Ashish Sushil Jalan	Chairman
4	Arjun Soota (Till 23-05-2025)	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 qualifica-tions, 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

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 31^st March 2025, the Stakeholders' Relationship Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Gayathri Sundaram	Chairman
2	Arjun Soota	Member
3	Ashish Sushil Jalan	Chairman

14. EVALUATION OF BOARD & COMMITTEE OF DIRECTORS

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 non-executive directors. Pursuant to provisions of the Companies Act and the SEBI 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 Board's 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

The following 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 Ramanathan, Managing Director & Chief Executive Officer

• Mr. C N Sathyanarayanan – Chief Financial Officer (with effect from 23-05-2025)

• Mr. Prince Thomas – Company Secretary

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 company's operations to the Chairman of the Audit Committee. The policy is available at the Company's website (www.sspowergroup.com).

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 their gender or seniority. 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 Company's intranet portal. The Company has zero tolerance towards sexual harassment.

Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee ("ICC") under the 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 FY2025, pursuant to the POSH Act and Rules framed thereunder: a) Number of complaint(s) of Sexual Harassment received during FY2025 – NIL b) Number of complaint(s) disposed of during FY2025 – 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 pending as on 31st March 2025 – 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 relating to 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 31^st March, 2025. 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 31^st March 2025 is available on the Company's website of the Company https://sspower.com/disclosures/

19. AUDIT

A. Statutory Auditors

Pursuant to your approval in the 44^th Annual General meeting held on 28^th September 2022, your Company has re-appointed M/s. CNK & Associates LLP, Chartered Accountants, Chennai (ICAI Firm Registration No: 101961W/ W-100036), as the statutory auditors of the company, for a second term of five (5) consecutive years from FY 2022-23 to 2026-27 to hold the office from the conclusion of 44^th Annual General Meeting till the conclusion of 49^th Annual General Meeting to be held in 2027.

Auditor's Report:

No qualifications, adverse remarks, or disclaimers were made by the Statutory Auditors with regard to the financial statements for the financial year 2024-2025.

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 2024-2025.

B. Secretarial Audit & Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s BP & Associates, a firm of Company Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2025. The Report of the Secretarial Audit is annexed herewith as ANNEXURE - II.

The Secretarial Auditors for the financial year ended 31^st March 2025 contains qualifications and clarifica-tions by the Board as follows;

S.NO	Observations	Management reply
1.	Pursuant to the Regulation 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to have at least 50% of its Board of Directors comprised of Independent Directors, however the Company has 4 independent director which is less than 50% of Independent director out of total composition of Board of director.	Please note, the management have already taken initiatives and appointed Mr. P Padmakumar as independent director on 03rd January 2025 and Mr. Kartik Sheth as independent director on 12th Feb 2025.
		In order to comply with the Regulation17 (1) (b), our management is in search of an apt person to be appointed as an independent director. We will do the needful to ensure the correct composition of the Board.
2.	Pursuant to the Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Independent Director of the holding company is required to be appointed on the board of unlisted material subsidiaries. The company has 2 material subsidiaries i.e Acrastyle Power (India) Limited & S&S Power Switchgear Equipment Limited, however no independent director of the holding company has been appointed in the said material subsidiaries.	Management has initiated and approved the actions to appoint an Independent Director of the company on the board of unlisted material subsidiaries.
3.	The company has not captured certain events during the review period as prescribed in the regulation 2(1)(n) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 in the structured digital database.	Please note, due to technical issues, entry of some events got delayed. Now it's corrected and updated.
4.	Pursuant to the Regulation 17 (6) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has paid the Quarterly remuneration (Other than sitting fees) to independent directors and non-executive directors. Need to get the shareholders' approval for the same.	Management noted the requirement and will do the needful.

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 (including any statutory amendment thereto) if any on the Companies Act, 2013 M/s. Durv & Associates LLP, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

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. "During the year under review, a cyber fraud incident was reported at the Company's subsidiary, S&S Power Switchgear Equipment Limited, wherein a third-party impersonator initiated fraudulent electronic communications, resulting in an unauthorized transfer of funds amounting to approximately Rs 1.58 crore.

The incident was promptly reported to the Cyber Crime Cell and other relevant authorities, in accordance with applicable legal and regulatory requirements. The Company also initiated internal inquiries and engaged external cybersecurity professionals to conduct a forensic review of the matter.

Remedial actions were implemented immediately, including the enhancement of information security controls, system vulnerability assessments, and cybersecurity awareness training for employees. The incident did not have any material adverse impact on the operational or financial position of the subsidiary.

The Company continues to maintain a strong commitment to data security and risk governance and is taking all necessary steps to further strengthen its cybersecurity infrastructure and incident response mechanisms, in compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI 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 Regulations 2015. All the Directors and Key Management Personnel of the Company have affirmed in writing their compliance with and adherence to the ‘Code of Ethics for Board of Directors and Senior Executives adopted by the Company.

The Annual report of the Company contains a certificate by the Managing Director in terms of the SEBI 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.

Your Company had duly complied with the requirements regarding Corporate Governance as stipulated under Regulation 24 of the SEBI Regulations.

Further as required under Regulation 17(8) of the SEBI 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

• The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

• The Company is also making continuous efforts to utilize alternate sources of energy.

• 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

• Company's products are manufactured by using in-house knowhow technology and no outside technology is being used for manufacturing activities.

• Company operates in a very competitive environment regular value engineering and adoption of new efficient material and manufacturing technology is a key to stay at the forefront of the cost competitiveness.

1. Total Foreign exchange earned in terms of actual inflows during the Financial Year – 928.11 (Rs. in lakhs)

2. Total Foreign exchange earned in terms of actual outgo during the Financial Year – NIL

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. Signifi-cant 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 during the year were on an arm's 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.

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 during the 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

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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 Trading of shares of the Company has been under surveillance temporarily on account of ESM (Enhanced Surveillance Measure) Stage 2 in Both BSE and NSE. The shares of your Company are listed at National Stock Exchange Limited and Bombay Stock Exchange Limited.

31. DEMATERIALIZATION OF SHARES

As on 31^st March, 2025, 11198275 equity shares representing 90.73% of the total equity share capital of the Company were held in dematerialized form with National Securities Depository Limited 10192281 Equity Shares amounting to 82.58% and Central Depository Services (India) Limited with 1005994 Equity Shares of 08.15%. Your Company has sent reminders to all concerned shareholders advising them to convert physical shares into demat form. The Company's Registrars are M/s. GNSA INFOTCH LIMITED, STA Department, Nelson Chambers, Fourth Floor, F-Block, No: 115, Nelson Manickam Road, Aminjikarai, Chennai – 600 029.

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 Company's operations.

33. PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is available on the website of the Company (www.sspower.com).

Your Company's 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 Company's website (www.sspowergroup.com ).

35. 47^TH ANNUAL GENERAL MEETING

The 47^th Annual General Meeting ("AGM") of the Company is being conducted in Hybrid mode i.e., a member can participate in the meeting in person or through Video Conferencing / Other Audio Visual Means("VC/ OAVM"). A detailed notes for attending the AGM through physical mode and through VC/OAVM are given in AGM Notice.

36. FINES PENALTIES LEVIED BY STOCK EXCHANGES

The Company has complied with the requirements of the Stock Exchanges/SEBI and statutory authority on all matters related to capital markets during the last financial year. No penalties, strictures were imposed on the Company by the Stock Exchange/SEBI or any other statutory authority in respect of the same.

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 for the year under review.

40. GRATITUDE & ACKNOWLEDGEMENTS

Your Directors placed on record their sincere & high appreciation for the un_inching 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.

		For S&S Power Switchgear Limited
	Krishnakumar Ramanathan	Ashish Sushil Jalan
Date : 12th August, 2025	Managing Director	Chairman
Place : Mumbai	DIN: 08880943	DIN: 00031311