Financial Performance on Standalone basis, the Operating
Revenue of the Company for the financial year ended 31st
March, 2025 stood at RS 77,063.58 Lakh as compared to RS 131,838.40
Lakh in the previous year. The Net Profit for the financial year is RS
4,927.76 Lakh over the previous year Net profit ofRS 1951.62 Lakh
On Consolidated basis, the Operating Revenue of the Company for the
financial year ended 31 st March, 2025 stood at RS 77,063.58 Lakh as compared
to RS 131,896.68 Lakh in the previous year. The Consolidated Net Profit in Financial Year
2024-25 is
RS 4,793.12 Lakh as compared to Net Loss of RS 160.62 Lakh in the
previous year
STATE OF COMPANY'S AFFAIRS
SPML Infra Limited is a distinguished infrastructure development
company with over four decades of expertise across power, water, environment, and
technology sectors. With a pan- India presence, SPML has successfully executed over 700
projects, creating critical infrastructure, including drinking water facilities,
wastewater treatment, integrated sewerage networks, municipal waste management, power
transmission & distribution, substations, rural electrification, and smart city
solutions. As India's leading water management company, SPML has contributed immensely to
providing clean drinking water to over 50 million people across urban and rural areas.
SPML is ranked 14th among the World's Top 50 Private Water Companies as per
Global Water Intelligence
(GWI), London survey and is recognized as one of India's 10 Best
Infrastructure Companies. As a publicly listed, ESG-compliant company, SPML Infra
continues to drive innovation and growth in India's infrastructure landscape.
INTRODUCTION OF BATTERY ENERGY STORAGE SYSTEM (BESS)
India's BESS sector is poised for rapid growth, with capacity
expected to rise from under 0.2 GW to 66 GW by 2032, driven by renewable energy
integration and grid reliability needs. SPML Infra's strategic entry into this space
aligns with national priorities and leverages its proven EPC expertise.
To strengthen capabilities, SPML has signed an exclusive technology
transfer agreement with Energy Vault (NYSE:NRGV), a global leader in sustainable energy
storage. This partnership brings advanced B-VAULT BESS and VaultOS EMS software to India,
enabling localized manufacturing and deployment in to enhance grid stability and
accelerate clean energy adoption.
The agreement targets deployment of 500 MWh in the next 12 months and
30–40+ GWh over the next 10 years, positioning SPML as a key player in India's
energy transition. With over 1.5 GWh B-VAULT systems already deployed globally, Energy
Vault's track record and SPML's market reach create strong synergies.
This alliance enables SPML to offer integrated power and storage
solutions, providing a competitive edge in large EPC tenders as storage becomes essential
to project viability.
RESOLUTION PLAN OF BANKING FACILITIES
During the financial year under review, the Company executed
Master Restructuring Agreement (MRA) with India Debt Resolution Company
Ltd. (IDRCL), acting as the attorney of National Asset Reconstruction Company Ltd.
(NARCL), following the assignment of the entire credit facilities by all erstwhile lenders
to NARCL Pursuant to this, the Company successfully facilitated the withdrawal of all
pending applications filed by the erstwhile lenders before the National Company Law
Tribunal (NCLT) and the Debt Recovery Tribunal (DRT).
In line with the terms of the MRA, the remaining unsustainable debts
have been written off, following compliance with agreed conditions. Additionally, the
balance value of Non-Convertible Debentures (NCDs) after conversion into equity shares as
stipulated has been fully redeemed, post appropriation of the identified repayments under
Sustainable Debt, without further financial outflow under this account
In Financial Year 2024–25, the Company has already repaid
RS 290 crore towards Sustainable Debts. These repayments have been
funded primarily from the proceeds of the Vivad Se Vishwas Scheme II and through the sale
of immovable properties of the Company. The remaining repayment obligations are expected
to be met through identified sources including realization from arbitration awards and
claims and improvement in liquidity from fund infusions and internal accruals. These
developments provide a strong foundation to pursue the early repayment option of RS 700
crore under the Sustainable Debt structure.
The Company is pleased to report that NARCL has exhibited strong
confidence in the Company's turnaround potential by executing its first acquisition
and resolution outside the NCLT framework, marking a significant milestone in the
Company's restructuring journey and affirming the credibility of its revival
strategy.
DIVIDEND
To cater to the need of working capital requirements and other
operational efficiencies, the Board of Directors expresses their view to retain the profit
into the Company and therefore, do not recommend any dividend for the financial year
2024-25
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount profit
profits and loss account and hence no amount has been transferred to reserves
DEPOSITS
Company has not accepted any Deposit from the Public in terms of the
provisions of Section 73 of the Companies Act, 2013 read along with the Companies
(Acceptance of Deposits) Rules, 2014 including any amendment thereto and as such there is
no amount of principal or interest was outstanding as on 31st March 2025.
SHARE CAPITAL
During the financial year under review, the Company issued allotted
338,545 equity shares of face value RS 2/- each to eligible employees upon exercise of
stock options granted under the SPML Scheme, 2021. These shares were allotted at an
exercise price of RS 31.20/- per share, aggregating to RS 105.52 lakh.
Pursuant to the approval of the shareholders at their meetings held on
26th April 2024 and 20th September 2024, the Company issued and
allotted 10,030,636 and 8,761,817 equity shares of face value RS 2/- each under the
preferential allotment mechanism. These shares were allotted to promoters, non-promoters,
and lenders at an issue price of RS 118.56/- and RS 215/- per share respectively,
aggregating to RS 30,730.23 lakh. The allotments were made by way of fresh fund infusion
and conversion of outstanding loans.
In addition, the Company issued and allotted 7,158,823 and 7,334,844
warrants at issue prices of RS 118.56/- and RS 215/- per warrant respectively. Each
warrant is convertible into one equity share at the respective issue price, within 18
months from the date of allotment. At the time of subscription and allotment, 25% of the
warrant issue price was received. The remaining 75% is payable by the warrant holders at
the time of exercising their right to convert the warrants into equity shares.
Out of the total warrants issued, 3,391,391 warrants were converted
into equity shares of face value RS 2/- each at a price of
RS 118.56/- per share during the financial year.
As on 31st March 2025, the issued, subscribed, and paid-up
equity share capital of the Company stands at RS 1,430.01 lakh, comprising 71,500,315
equity shares of face value RS 2/- each.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As of 31st March, 2025 the Company has two (2) wholly owned
Subsidiaries, Six (6) Associates and five (5) joint ventures.
During the financial year under review, SPML Infrastructure
Limited, wholly owned subsidiary of the Company, ceased to be the
subsidiary of the Company following the preferential allotment of equity shares by SPML
Infrastructure Ltd to certain investors. As a result, the subsidiaries of SPML
Infrastructure Ltd ceased to be the step-down subsidiaries of the Company. Further,
pursuant to the additional allotment of equity shares to certain investors, Madurai
Municipal Waste Processing Company Pvt. Ltd. has been reclassified from a Subsidiary to an
Associate of the Company.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read along with the Companies (Accounts) Rules, 2014, a separate statement containing the
salient features of the performance and financialposition of each of the Subsidiaries,
Associates and Joint Ventures in the prescribed Form AOC-1 forms part
of the Company's Annual Report.
In accordance with the provisions of Section 136 of the Companies Act
2013, the Financial Statements consisting of the consolidated financial are available on
the Company's website and can also be accessed electronically during working hours
until the date of the Annual General Meeting.
The Policy for determining the "Material Subsidiaries" in
line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
available o n website at
https://www.spml.co.in/Download/Policies/policy-on-determining-material-subsidiary.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at their meeting held on 30th May,
2024, upon recommendation of Nomination and Remuneration Committee, approved the
appointment of Mr. Manoj Kumar Digga (DIN: 01090626) as an Executive Director of the
Company for a period of 5 years with effect from 30th May, 2024. Subsequently,
the Shareholders by way of postal ballot has approved the appointment of Mr. Manoj Kumar
Digga ((DIN: 01090626) as an Executive Director of the Company for a period of 5 (Five)
consecutive years with effect from 30th May, 2024 to 29th May, 2029,
liable to retire by rotation.
During the financial year under review, Mr. Prem Singh Rana has
completed his second term of five years and Mrs. Singh has completed her first term of
five years and expressed her unwillingness to continue and accordingly both Directors
ceased to be Independent Director of the Company with effect from 21st
September, 2024.
On the recommendation of the Nomination and Remuneration Committee, the
Board of Directors at its meeting held on 21st September, 2024 appointed Mr.
Mahendra Pal Singh (DIN: 10782709) and Mrs. Neeta Karmakar (DIN: 08730604), as
Additional Directors in Independent category for the term of 5 (five)
consecutive years from 21st September, 2024 to 20th September, 2029.
Further, shareholders by way of postal ballot dated 20th December, 2024
approved the appointment of Mr. Mahendra Pal Singh and Mrs. Neeta Karmakar as Independent
Directors, not liable to retire by rotation, for the aforementioned term.
On the recommendation of India Debt Resolution Company Ltd (IDRCL) an
exclusive resolution entity of National Assets Reconstruction Company Ltd (NARCL), the
Nomination and Remuneration Committee proposed the appointment of Mr. Tharuvai Venugopal
Rangaswami (DIN: 01957380) as a Nominee Director on the Board. Accordingly, the Board of
Directors at its meeting held on 24th October, 2024 has appointed Mr. Tharuvai
Venugopal Rangaswami as a Nominee Director representing NARCL. Further, shareholders by
way of postal ballot dated 20th December, 2024 approved the appointment of Mr.
Tharuvai Venugopal Rangaswami (DIN: 01957380) as a Nominee Director, not liable to retire
by rotation, for the aforementioned term.
Further, the Board of Directors at its meeting held on 30th
December, 2024 has re-appointed Mr. Subhash Chand Sethi, as Chairman and Whole Time
Director of the Company for the statements,allrelevantAnnexures and AuditorsReport further
period of 2 years w.e.f 01st January, 2025 which was subsequently
approved by the Shareholders via postal ballot dated 04th February, 2025.
In accordance with the provisions of Section 152 (6) of the Companies
Act 2013 & the Rules framed thereunder and the Articles of Association of the Company,
Mr. Sushil Sethi (DIN No.:00062927), Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for
reappointment. A resolution seeking member's approval for his reappointment along
with his brief resume and other details as stipulated under the SEBI Listing Regulations,
form part of the Notice of the Annual General Meeting.
BOARD DIVERSITY
The Company firmly believes that a well-diversified Board enhances the
quality of decision- making by drawing on a wide range of skills, qualifications,
professional experiences, ethnic backgrounds, and other unique attributes of its members.
Board diversity is viewed as essential for ensuring effective corporate governance,
driving strong business performance, fostering sustainable and balanced growth, and
monitoring the effectiveness of the Company's policies and practices.
PavitraJoshi To this end, the Board comprises individuals with
extensive industry knowledge and expertise, ensuring a balanced and competent leadership
team that acts in the best interests of the Company and its stakeholders
Pursuant to the Regulation 19(4) and Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of the
Company has adopted a Policy on diversity of Board of Directors. The said policy is
available on the website of the company at https://www.spml.co.in/Download/Policies/
policy-on-board-diversity.pdf
BOARD EVALUATION
In accordance with Regulation 19(4)and Part D of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
applicable provisions of the Companies Act, 2013, the Board carried out its annual
performance evaluation. This included an assessment of the functioning of the Board as a
whole, the performance of individual Directors, and the effectiveness of its various
Committees.
The Nomination and Remuneration Committee laid down the criteria and
process for evaluating the performance of the Board, its Committees, and the individual
Directors.
In a separate meeting, the Independent Directors evaluated the
performance of the Non- Independent Directors, the Board as a whole, and its Committees.
They also reviewed the performance of the Chairman, taking into account the views and
feedback from both Executive and Non-Executive Directors.
The evaluation of the Board has been carried out based on various
parameters, including the structure and composition of the Board, attendance of Directors,
their independence in relation to the management, active participation in Board and
Committee meetings, and the functioning and effectiveness of key Committees
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has implemented a structured
Familiarization Program for its Independent Directors. This program is designed year and
of theto provide insights into their roles, rights, and responsibilities within the
Company, the nature of the industry in which the Company operates, the Company's
business model, strategic priorities, and operational structure, and any other relevant
matters, as and when required.
The familiarization initiatives are conducted through various means,
including presentations, briefings, site visits, and periodic interactions with senior
management, to ensure that Independent Directors are well-informed and effectively
equipped to contribute to the Company's governance and strategic direction.
The Policy on Familiarization programs for independent directors
adopted by the Board is also available on the company's website at www.spml.co.in
MEETING OF THE BOARD OF DIRECTORS
During the financialyear under review, the Board met eleven (11) times,
the details of the Meetings of the Board held during the financial year 2024-25 are given
under the section Corporate
Governance Report which forms the part of this report.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the requirements of Schedule IV of the Companies Act, 2013
and as in terms of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the
Company has been convened on 26th March, 2025 to review the matters as laid
down in the aforesaid Schedule and Regulations.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The
Company has received the requisite declaration from each of the Independent Directors of
the Company specifying that he/she meets the criteria of independence as laid down in
Section 149(6) of the Companies Act, 2013 read with Regulations 16 and 25 of the SEBI
(Listing of Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received declarations from all its Independent
Directors confirming that they have complied with the Code for
Independent Directors as prescribed under Schedule IV of the Companies
Act, 2013, as well as the Code of Conduct for Directors and Senior Management Personnel of
the Company
DIRECTORS RESPONSIBILITY STATEMENTS
In terms of the provisions of Section 134(3)(c) and Section 134(5) of
the Companies Act, 2013, your Directorsherebyconfirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed ;
b) that we have 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 at the end of the and
loss of the Company for financial the period under review;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the annual accounts have been prepared on a going concern
basis;
e) that proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively; and
f) that proper internal financial controls were laid down and that such
internal financialcontrols are adequate and were operating effectively.
EXTRACT OF THE ANNUAL RETURN
Pursuant to provision of Section 92 of the Companies Act, 2013 read
along with Rule 12 of the Company (Management & Administration) Rules, 2014 including
any amendment thereto, the Annual Return for the Financial Year ended 31st
March, 2025 is available on the website of the Company at https://www.spml.
co.in/Investors/AnnualReturns
STATUTORY AUDITORS AND THEIR REPORT
In compliance with Section 139 of the Companies Act, 2013 of read with
Rules made thereunder, at the Annual General Meeting held on 26th September,
2022, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata
were reappointed as Statutory Auditor of the Company for a second term of five years to
hold office from the conclusion of 41 st Annual General Meeting till the
conclusion of the 46th Annual General Meeting of the Company to be held in the
Calendar Year 2027.
The Statutory Auditors' Report on the Standalone and Consolidated
financial statements of the Company for Financial Year 2024-25 forms part of this Annual
Report and the same does not contain any qualification, reservation or adverse remark or
disclaimer year 2024 25, all related party made by the Statutory Auditors in their report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of the company had appointed M/s MKB &
Associates; Company Secretaries as
SecretarialAuditortoconductthesecretarialauditforthefinancial year
2024-25. The Secretarial Audit Report for the Financial Year ended 31st March,
2025 in Form MR-3 is annexed to the Directors Report Annexure - I and forms part of
this Report. The report is self explanatory and require no additional explanation.
Furthermore, upon the recommendation of the Audit Committee, pursuant
to Regulation 24A, of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circulars issued thereunder and any amendment thereto,
the Board of Directors of the Company have appointed M/s MKB
& Associates. Practicing Company Secretaries; having Firm
Registration No. P2010WB042700; Peer Review No. 6825/2025 for the first term of five
consecutive years, commencing from financialyear 2025-26 till financial approval of the
shareholders of the Company in the ensuing AGM.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act 2013 & rules made
thereunder, M/s Ernst & Young LLP; acts as Internal Auditor of the Company to conduct
the Internal Audit for the financial
2025-26.
COST AUDITORS
The Board had appointed M/s A. Bhattacharya & Associates, Cost
Accountants, as Cost Auditors for conducting the audit of Cost
Records of the Company for the financial
Auditors have conducted the audit of Cost Records for the year ended 31st
March, 2025 and have submitted their report, which is self explanatory and does not call
for any further comments.
In terms of the provisions of Section 148 of the Companies Act, 2013
read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board
re-appointed M/s A. Bhattacharya & Associates, Cost Accountants, as Cost Auditors to
conduct Cost
Audit for the financial year 2025-26 and their remuneration have the
Shareholders. alsobeenrecommended for the ratification
RELATED PARTIES TRANSACTIONS
In compliance with the requirements of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 read with Companies Act, 2013, the Company
has formulated a policy on Related Party Transactions. The Related Party Transaction
Policy is available on the website of the Company at
https://www.spml.co.in/Download/Policies/policy-on-related- party-transactions.pdf.
During the financial entered into by the Company were approved by the
Audit Committee and were conducted at arm's length and in the ordinary course of
business. Prior omnibus approvals were also obtained from the Audit Committee for
transactions that are repetitive in nature and carried out in the ordinary course of
business and on an arm's length basis.
Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 the Company obtained the approval of its Members through
an ordinary resolution passed via postal ballot, the results of which were declared on 23rd
March, 2025, for entering into material related party transactions with JWIL Infra Ltd,
entity having significant influence, and classified as related party of the Company.
Accordingly, the details of the material related party transactions entered into during
the financial year have been disclosed in Form
AOC-2, which forms part of this Report as Annexure-II.
Details of related party transactions entered into by the Company, as
required under Ind AS 24 Related Party Disclosures, have been provided in the notes to the
standalone and consolidated financial statements, which form an integral part of the
Annual Accounts for the financial year 2024 25.
CORPORATE SOCIAL RESPONSIBILITY
A Corporate Social Responsibility (CSR) Committee has been duly
constituted in accordance with the provisions of Section 135 of the Companies Act, 2013.
The requisite details as prescribed under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended, including the composition of the CSR Committee and the
Annual Report on CSR activities for the financial year ended 31st March, 2025
are appended as Annexure- III. to this Report. The CSR Policy is available on the
website of the Company at https://www.spml.co.in/Download/
Policies/corporate-social-responsibility-policy.pdf.
In accordance with the provisions for the calculation of Corporate
Social Responsibility (CSR) obligations under the Companies Act,
2013, the Company had a negative average net profit for the three
immediately preceding financial years. Accordingly, the Company was not required to incur
any expenditure towards CSR activities during the financial
COMMITTEE OF THE BOARD
Company has the following Committees: Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social
Responsibility Committee. The details pertaining to such Committees are provided in the
Corporate Governance Report, forming part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors has established a framework of internal
financial controls to be followed by the Company. These controls are designed to be
adequate and are operating effectively. The systems implemented are embedded within the
Company's operations and are functioning efficiently. The Company has adopted
comprehensive policies and procedures to ensure the orderly and efficient conduct of its
business. These include adherence to corporate policies, safeguarding of assets,
prevention and detection of fraud and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial disclosures.
VIGIL MECHANISM
In accordance with the requirements of Section 177(9) and (10) of the
Companies Act, 2013, read with the Companies (Meetings of the Board and its Powers) Rules,
2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy establishing a Vigil
Mechanism. This mechanism provides a formal channel for directors and employees to report
concerns related to fraudulent financial or other information, unethical behavior,
suspected or actual fraud, or violations of the Company's Code of Conduct or Ethics
Policy.
The Policy ensures adequate safeguards against victimization of
individuals who use this mechanism and also allows for direct access to the Chairman of
the Audit Committee. The Audit Committee periodically reviews the functioning of the Vigil
Mechanism to ensure its effectiveness. The Whistle Blower Policy is available on the
Company's website at https://www.spml.co.in/
Download/Policies/whistle-blower-policy.pdf.
During the financial year, no complaints/grievances were under the
mechanism.
RISK MANAGEMENT
The Board of Directors has formulated a Risk Management Policy that
outlines a structured approach for identifying, assessing, and mitigating risks that, in
the Board's opinion, may pose a threat to the Company's existence. The
management is responsible for implementing this policy and does so by continuously
reviewing, monitoring, and controlling risks within a well-defined
framework as set out in the Risk Management Policy. The Risk Management
Policy is available on the Company's website at
https://www.spml.co.in/Download/Policies/risk-management-2024 25. policy.pdf.
PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES GIVEN OR SECURITIES
PROVIDED
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Securities and exchange Board of India (Listing Obligations and disclosures
Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans,
Guarantees and Securities as on 31st March, 2025 forms part of notes to the
standalone financial statements and are are provided in this Annual Report.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy of the Company on Director's Appointment and
Remuneration including qualification, positive attributes and
independence of a Directors, Key Managerial Personnel, Senior Management Personnel and
their remuneration and other matters as required under Section 178(3) of the Companies
Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is available on our website at
www.spml.co.in
We further affirm that the remuneration paid to the directors is as per
the terms laid down in the Nomination and Remuneration Policy.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates the inclusion of Business Responsibility and Sustainability Report as part
of the Annual Report for top 1000 listed entities based on market capitalization
calculated ear. y as on 31st Marchofeveryfinancial
Further, the remaining listed Companies may voluntarily disclose the
Business Responsibility and Sustainability Report as part of the Annual Report. Therefore,
the Company has voluntarily prepared the Business Responsibility and Sustainability Report
(BRSR) for the financial year 2024-25 is annexed as Annexure-IV to this
report.
MATERIAL CHANGES AND COMMITMENTS
During the financial year under review there have been no material
filed changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year of the
Company as on 31st March 2025 and the date of this report.
SHIFTING OF REGISTERED OFFICE
During the financial year under review the Regional Director of
Northern Region approved the shifting of the Company's registeredoffice the union
Territory of Delhi to the State of West Bengal. The new registered office of the Company
is now located at 22, Camac Street, Block-A, 3rd Floor, Kolkata- 700016, West
Bengal.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING OPERATIONS OF COMPANY IN
FUTURE
There are no significant or material orders that have been passed by
any Regulators/Court or Tribunals impacting the going concern status and future operations
of the company.
Investor Education and Protection Fund (IEPF)
Pursuant to Provisions of Section 124 of the Companies Act 2013 read
with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended from time to time, all unpaid or unclaimed dividends, which remains unpaid or
unclaimed for a period of seven years are required to be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"), established by the Central
Government.
Further, the Company is also required to transfer all the shares in
respect of which dividend has not been paid or claimed for Seven (7) consecutive years or
more to the Demat Account created by the IEPF Authority. However, in case if any dividend
is paid or claimed for any year during the said period of Seven (7) consecutive years, the
shares in respect of which dividend is so paid or claimed shall not be transferred to the
demat account of IEPF.
During the financial for transfer to IEPF.
EMPLOYEE STOCK OPTION SCHEME
In compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, the Companies Act 2013 read with the rules made thereunder,
Nomination and Remuneration Committee of the Board of Directors of the Company
administered and implemented the Company's Employee Stock Option Scheme (ESOP-2021).
Pursuant to Employee Stock Option Scheme- 1st tranche,
338,545 equity Shares were allotted to the eligible employees of the
Company during the financial year under review.
With regard to the above, the disclosures as stipulated under the SEBI
Regulations as on 31st March 2025 are provided in Annexure- V to this
report.
The Company has obtained Secretarial Auditors' certificate to the
effect that the ESOP – 2021 Scheme of the Company is in compliance with SEBI (Share
Based Employee Benefits and Sweat
Equity) Regulations, 2021.
SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India viz. SS-1 on Meetings of the Board of
Directors and SS-2 on General Meetings.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules
framed thereunder either to the
Company or to the Central Government during the financial year under
review.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the Regulation 34(2) (e) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 Report on Management
Discussion and Analysis forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled
‘Corporate Governance' has been incorporated in the Annual Report.
A certificate from the auditors of the company regarding compliance
with the conditions of Corporate Governance also forms part of the Annual Report.
EMPLOYEES RELATIONS
During the financial year under review the relations with the employees
have been cordial. Your directors place on record their sincere appreciation for services
rendered by the employees ofyear2024-25,there are no sharespending the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
SPML is committed to maintaining a workplace free from any form of
sexual harassment and follows a strict zero-tolerance policy in this regard. The Company
has implemented a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at
the Workplace, in accordance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder, as amended from time to time.
The Company has duly constituted an Internal Complaints Committee (ICC)
in compliance with the requirements of the aforementioned Act to address and redress
complaints of sexual harassment, if any.
The status of complaints received, disposed of and pending during the
FY 2024-25 is as under:
(a) No. of complaints filed during the financial year: Nil
(b) No. of complaints disposed of during the year : Nil
(c) No. of complaints pending as on end of the financial year
: Nil
MATERNITY BENEFIT ACT 1961
The Company affirms that it has provisions of the Maternity Benefit
Act, 1961, including amendments thereto, in relation to all eligible women employees.
Necessary benefits such as maternity leave, medical bonus, nursing
breaks, and other entitlements as mandated under the Act have been duly extended.
PARTICULARS OF EMPLOYEES
Disclosures pursuant to the provision of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure VI to this Report.
In terms of the provisions of 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, the statement showing details of employees' remuneration
form part of the Annual Report. Pursuant to Section 136 of the Companies Act, 2013, the
Directors' Report and the Financial Statements are being sent to the Members of the
Company, excluding the statement containing particulars of employees as required under
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to
the Company Secretary, and the same will be provided upon request.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO CONSERVATION OF ENERGY
The Particulars pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Companies (Accounts) Rule, 2014 with respect to conservation of energy,
technology absorption, foreign exchange earnings and outgo are attached as Annexure
– VII to this report.
CREDIT RATING
The credit ratings assigned to the Company are detailed in the
Corporate Governance Report, which forms an integral part of this Annual Report.
ONE TIME SETTLEMENT
Company has not entered into One Time Settlement with any of the Bank
of Financial Institution during the financial year 2024-
25.
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made, nor
was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016. Accordingly,
the requirement to disclose details of such applications or proceedings, along with their
status as at the end of the financial year, is not applicable.
ACKNOWLEDGEMENT
The Directors are pleased to place on record their sincere appreciation
and gratitude to the Company's customers, joint venture partners, shareholders,
banks, vendors and other stakeholders which have been instrumental in the Company's
progress. The Board also acknowledges the dedication, hard work and commitment of the
employees, whose efforts have significantly contributed to the Company's growth. The
Director's look forward to their continued engagement and support in the years ahead.
For and on behalf of the Board of Directors
Place: Kolkata Subhash Chand Sethi
Date: 13th August, 2025 Chairman & Whole Time Director
DIN: 00464390