Directors Report of S & S Power Switchgear Ltd.

Mar 31, 2025

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

	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 Operation should be mentioned as it was mention last year	(3.07)	6.96	(3.51)	(4.12)

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 follow¬
ing 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 compa¬
nies 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: [e-mail] 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 sec¬
tion 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 require¬
ment 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 off icer 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-ap¬
pointment at the AGM, due to his increased responsibilities. The Directors places on record his outstanding ser¬
vice, 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 COMMIIIEE

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^st March 2025, the Nomination and Remuneration Committee comprised the follow¬
ing 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 Direc¬
tors, 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 includ¬
ing 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 sharehold¬
ers, 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 follow¬
ing 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, Com¬
mittees, and other individual Directors which includes criteria for the performance evaluation of non-execu¬
tive 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 Direc¬
tors 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 mit¬
igation 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 cri¬
teria 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. Discrimi¬
nation 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 judg¬
ments 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 re¬
cords 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 Gov¬
ernment 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 Com¬
pany 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 Compa¬
nies 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 Dis¬
closure 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 Direc¬
tor 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.

(C) Foreign Exchange Earnings and Outgo:

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, com¬
mensurate 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 moni¬
toring 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

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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 Secre¬
tarial 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 impact¬
ing 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 mem¬
ber 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 unflinching commitment, dedica¬
tion, 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

---

Mar 31, 2024

Your directors are pleased to present the Forty Sixth (46^th) Annual Report of S&S Power Switchgear Limited along with the Audited Financial Statements for the Financial Year 2023-24.

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 1,2023 to March 31, 2024 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 2024 is summarized as below

(In Rs. Lakhs)

	CONSOLIDATED		STANDALONE
PARTICULARS	Year Ended 31-03-2024	Year Ended 31-03-2023	Year Ended 31-03-2024	Year Ended 31-03-2023
Revenue from operations	15,937.65	13952.19	4.29	58.56
Other income	119.47	213.20	156.24	322.46
Total revenue	16,057.12	14165.39	160.53	381.02
Expenses	15,637.69	14499.35	423.94	433.40
Profit/ (Loss) before exceptional items and tax	419.43	(333.96)	(263.41)	(52.38)
Less: Exceptional items	-	571.54	-	1004.94
Profit/ (Loss) before tax	419.43	237.58	(263.41)	952.56
Tax Expense	12.36	(27.31)	8.03	(7.30)
Profit/ (Loss) for the Year	431.79	210.27	(255.38)	945.26
Other comprehensive income, net of income tax	(105.47)	136.17	14.46	4.31
Total comprehensive income for the Year	326.32	346.43	(240.92)	949.57
Earnings per share (?)	6.96	3.39	(4.12)	15.25

Details	2023-24	2022-23
Indian Operations:
Revenue from Operations	5,793.38	4324.80
Operating Profit	(65.06)	109.82
Exceptional Items	-	571.54
Other Comprehensive Income (OCI)	0.78	115.27
Net profit after tax	(51.72)	769.32
UK Operations:
Revenue from Operations	10,398.29	9627.39
Operating Profit	484.50	127.76
Exceptional Items	-	-
Other Comprehensive Income (OCI)	(106.24)	20.90
Net profit	378.25	148.66

Consolidated:
Revenue from Operations	15,937.65	13952.19
Operating Profit	419.42	(333.96)
Exceptional Items	-	571.54
Other Comprehensive Income (OCI)	(105.47)	136.17
Net profit	326.31	346.43

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue for the year ended 31^st March 2024 is Rs. 15,937.65 Lakhs which is higher than the revenue of Rs. 13,952.19 Lakhs for the year ended 31^st March 2023.

The Standalone revenue from operations of S&S Power Switchgear Limited is Rs. 4.29 Lakhs for the financial year ended 31^st March 2024 which is lesser than revenue of Rs. 58.56 Lakhs for the year ended 31^st March 2023.

The Total consolidated Earnings / (Loss) before depreciation, finance costs, and taxation is Rs. 1205.75 Lakhs for the financial year ended 31^st March 2024 as against Earnings / (Loss) of Rs. 358.05 Lakhs for the year ended 31^st March, 2023.

A Consolidated profit after tax and before other comprehensive income is Rs. 431.79 Lakhs for the year ended 31^st March, 2024, as against income of Rs.210.27 Lakhs for the year ended 31^st March, 2023.

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

During the year under review, the Company’s Share capital stood at Rs. 620 Lakhs as on 31^st March 2024. Consequent to the Private placement offer made on 25^th January, 2024 the issued, subscribed, Paidup share capital of the company as on the date of this report is Rs. 1,234.15 Lakhs Consisting of 1,23,41,550 Equity shares. 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. Issue of Shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme;

c. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, Your Company has 3 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://sspower. com/disclosures/

8. APPROPRIATIONS

(a) Reserves

The Reserves for the end of the year 31^st March 2024 is Rs. 1,197.56 Lakhs as against the Reserves of Rs.1,438.46 Lakhs as at 31^st March 2023.

(a) 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 2023-24 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: [e-mail] up to the date of the AGM and the same would also be available on the Company’s website: www.sspower.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 Seven (7) Directors consisting of Two (2) 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

• Pursuant to the recommendation of Nomination Remuneration Committee, the Board of Directors has approved the appointment the following

• 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.

• Mr. Krishnakumar Ramanathan (DIN:08880943) has been as appointed as Additional Director (Executive) of the Company with effect from 01^st February 2024.

• 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.

• 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.

• There was a re-appointment in the Board of Directors of the company. Your Company has approved the proposal, pursuant to the recommendation of the Board of Directors to the Members of the Company, in the 45^th Annual general meeting held on 27^th September, 2023 to reappoint Mr. Ashish Sushil Jalan (DIN: 00031311), who retired by rotation and being eligible for re-appointment, has been reappointed as a Non- Executive & Non- Independent Director of the Company.

During the year under review, following Directors have resigned from their directorship;

• Mr. Nandakumar Sundarraman, Independent Director of the Company, has resigned from his directorship on 04^th October, 2023.

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

• Mr. Deepak Jugal Kishore Chowdhary, Independent Director of the Company, has 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

• During the year under review, Company has approved the following appointment of the Key Managerial Personnel.

• Mr. Abhishek Lohia, Company secretary has appointed on 04^th October 2023. Consequent to the resignation of Mr. Abhishek Lohia from his position on 07^th November 2023 Mr. Prince Thomas has been appointed as Company secretary with effect from 07^th November 2023.

• Mr. Sivakumar Sivaraman has appointed as Chief Financial officer of the company with effect from 22^nd March 2024.

• Pursuant to the appointment of Mr. Krishnakumar Ramanathan as an additional Director, your company has recommended to appoint himself as Managing Director & Chief Executive officer of the Company in the Extra Ordinary General Meeting of the Company held on 21^st February 2024 with effect from 01^st February 2024.

F. Retirement by rotation

Mr. Ashish Sushil Jalan (DIN: 00031311), Non-Executive Director of the Company retires by rotation at the ensuing 46^th Annual General Meeting and being eligible offers himself for re-appointment. Board recommends his re-appointment as a director for the approval of members.

Further, the brief profile of the Director being recommended for re-appointment is given in the Notice of 46^th Annual General Meeting being sent to the shareholders along with the Annual Report.

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, 2024 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 2024, the Audit Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Gayathri Sundaram	Chairperson
2	Deepak Jugal Kishore Chowdhary*	Member
3	Ajay Kumar Dhagat	Member
4	Ashish Sushil Jalan	Member

*Resigned on 29^th May 2024

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^st March 2024, the Nomination and Remuneration Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Deepak Jugal Kishore Chowdhary*	Chairman
2	Gayathri Sundaram	Member
3	Ashish Sushil Jalan	Member

*Resigned on 29^th May 2024 REMUNERATION POLICY

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

III. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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 2024, the Stakeholders’ Relationship Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	Ashok Kumar Viswakarma*	Chairman
2	Gayathri Sundaram	Member
3	Ashish Sushil Jalan	Member

*(Resigned on 31^st July 2024)

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. Sivakumar S - Chief Financial Officer

• 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.sspower.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:

The Company has in place, policy of prevention, prohibition and Redressal of Sexual Harassment for women at the Workplace in accordance with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. All women employees are covered under this policy. There were no cases/ complaints reported in this regard during the year under review.

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 31st March, 2024.

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 2024 is available on the Company’s website of the Company https://sspower.com/disclosures/

19. AUDIT

A. Statutory Audit & Report

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, Mumbai (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 2023-2024.

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 2023-2024.

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, 2024. The Report of the Secretarial Audit is annexed herewith as ANNEXURE - II.

The Secretarial Auditors for the financial year ended 31^st March 2024 contains qualifications and clarifications by the Board as follows;

OBSERVATION	MANAGEMENT REPLY
(a) Pursuant to Regulation 6 of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) 2015, Company has not appointed the Compliance Officer for a period of more than three months from the date of such vacancy. However, Company has appointed Mr. Abhishek Lohia as Company secretary & Compliance officer of the Company on 04th October 2023.	Complied. Company has appointed Mr. Abhishek Lohia as Company secretary & Compliance officer of the Company on 04th October 2023.
(b) Pursuant to Section 203 of the companies Act,2013, Company has not appointed Chief Financial Officer within a period of six months from the date of such vacancy. However, Company has appointed Mr. S SivaKumar as Chief financial officer of the company on 22nd March 2024.	Complied. Company has appointed Mr. S SivaKumar as Chief financial officer of the company on 22nd March 2024.
(c) Pursuant to Regulation 29(2)/(3) of Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) 2015, Company has not complied with giving prior intimation to the Stock exchange regarding the issue of securities.	The company has given the intimation with a delay of one day, due to technical issue.
(d) Pursuant to SEBI Circular - KYC Intimation to physical Shareholders SEBI Circular No. SEBI/HO/MIRSD/MIRSD-oD1/P/CIR/2023/37 dated 16th March 2023. Listed companies are instructed to directly intimate its securityholders about folios which are incomplete with regard to details required under para 4 of this circular on an annual basis within 6 months from the end of the financial year. However, Company has not made any intimation to the physical shareholders, during the year.	The company has given disclosure in the website of the company about the KYC Intimation.

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 2023-24.

D. Cost Audit & Cost Records

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

20. REPORTING OF FRAUDS

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

21. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI 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.

(C) Foreign Exchange Earnings and Outgo:

• Total Foreign exchange earned in terms of actual inflows during the Financial Year - 1,200.63 Lakhs.

• Total Foreign exchange earned in terms of actual outgo during the Financial Year - 7.52Lakhs

23. INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

26. RELATED PARTY TRANSACTIONS

All the related party transactions entered 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. Also, none of the Directors or the Key Managerial Personnel of the Company has any pecuniary relationship or transactions vis-a-vis the company.

27. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

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

The Company continued to conduct various employee benefit, recreational and team-building programs to enhance employee skills, and motivation as also to foster team spirit. The Company has also conducted in-house training programs to develop leadership as well as technical/functional capabilities of its employees in order to meet future talent requirements. Industrial relations were cordial throughout the year. The Company has also identified a pool of the best human resources who are being groomed for future leadership roles. Structured safety programs were organized emphasizing the safety of people during the year under review. We affirm that the remuneration paid 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, 2024, 49,68,729 equity shares representing 80.14% of the total equity share capital of the Company were held in dematerialized form with National Securities Depository Limited 40,00,240 Equity Shares amounting to 64.52% and Central Depository Services (India) Limited with 9,68,489 Equity Shares of 15.62%.

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.sspower.com).

35. 46^th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular No. 09/2023 dated September 25, 2023 [‘MCA Circular”]and the Sebi Circular Circular SEBI/HO/CFD/CFD-PoD- 2/P/ CIR/2023/167, your Company made arrangement to conduct 46^th AGM through Video Conference / Other Audio-Visual Means for which necessary information has been given separately in Notice of 46^th AGM.

Also your Company will be complying with said Circulars by sending 46^th Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.

36. FINES PENALTIES LEVIED BY STOCK EXCHANGES

During the year, an amount of Rs.2,24,200/- was paid by the company as penalty for Non-compliance with requirement to appoint a qualified company secretary with regard to the Regulation 6(1) of Listing Regulation.

During the year, an amount of Rs.10,000/- was paid by the company for the delay in filing board meeting intimation to the National Stock Exchange of India (NSE) with regard to Regulation 29 (2) of Listing Regulation.

This was due to unavoidable circumstances and your Company has taken all the necessary precautionary measures to avoid these types of non-compliances in future.

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. GRATITUDE AND ACKNOWLEDGEMENTS

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

For S&S Power Switchgear Limited

Krishnakumar Ramanathan Ashish Sushil Jalan

Date: 14th August,2024 Managing Director Director

Place: Chennai DIN: 08880943 DIN: 00031311

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Mar 31, 2023

The Directors are pleased to present the forty fifth (45^th) Annual Report of S&S Power Switchgear Limited along with the Audited Financial Statements for the Financial Year 2022-23.

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 1,2022 to March 31, 2023 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 2023 is summarized as below

(in Rs. Lakhs)
	CONSOLIDATED			STANDALONE
PARTICULARS	Year Ended 31-03-2023	Year Ended 31-03-2022		Year Ended 31-03-2023		Year Ended 31-03-2022
Revenue from operations	13952.19	11,046.25		58.56		57.89
Other income	213.20	105.63		322.46		335.92
Total revenue	14165.39	11,151.88		381.02		393.81
Expenses	14499.35	12,695.54		433.40		488.15
Profit/ (Loss) before exceptional items and tax	(333.96)	(1,543.66)		(52.38)		(94.34)
Less: Exceptional items	571.54	-		1004.94		-
Profit/ (Loss) before tax	237.58	(1,543.66)		952.56		(94.34)
Tax Expense	(27.31)	(6.63)		(7.30)		(1.71)
Profit/ (Loss) for the Year	210.27	(1,550.29)		945.26		(96.05)
Other comprehensive income, net of income tax	136.17	545.36		4.31		(4.22)
Total comprehensive income for the Year	346.43	(1,004.93)		949.57		(100.27)
Earnings per share (^)	3.39	(25.00)		15.25		(1.55)
Details			2022-23		2021-22
Indian Operations:
Revenue from Operations			4324.80		3,220.73
Operating Profit			109.82		(1,257.09)
Exceptional Items			571.54		-
Other Comprehensive Income (OCI)			115.27		(25.72)
Net profit after tax			769.32		(1,289.44)
UK Operations:
Revenue from Operations			9627.39		7,825.52
Operating Profit			127.76		(286.57)
Exceptional Items			-		-
Other Comprehensive Income (OCI)			20.90		571.08
Net profit			148.66		284.51

Details	2022-23	2021-22
Consolidated:
Revenue from Operations	13952.19	11,046.25
Operating Profit	(333.96)	(1,543.70)
Exceptional Items	571.54	-
Other Comprehensive Income (OCI)	136.17	545.36
Net profit	346.43	(1,004.93)

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue for the year ended 31st March 2023 is Rs. 13952.19 Lakhs which is higher than the revenue of Rs. 11046.25 Lakhs for the year ended 31^st March 2022.

The Standalone revenue from operations of S&S Power Switchgear Limited is Rs. 58.56 Lakhs for the financial year ended 31^st March 2023 which is higher than revenue of Rs. 57.89 Lakhs for the year ended 31^st March 2022.

The Total consolidated Earnings / (Loss) before depreciation, finance costs, and taxation is Rs. 358.05 Lakhs for the financial year ended 31^st March 2023 as against loss of (Rs.846.85) Lakhs for the year ended 31^st March, 2022.

A Consolidated profit after tax and before other comprehensive income is Rs. 210.27 Lakhs for the year ended 31^st March, 2023, as against loss of (Rs.1550.29) Lakhs for the year ended 31^st March, 2022.

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

There was no change in 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

During the year under review, your Company has Rs. 620 Lakhs as on 31^st March 2023 and there was no change in the share capital structure and Paid up capital of the 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. Issue of Shares (including Sweat Equity Shares and ESOS) to employees of the Company under any scheme;

c. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, Your Company has 3 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://sspower.com/disclosures/

8. APPROPRIATIONS

(a) Reserves

The Reserves for the year ended 31^st March 2023 is Rs.1438.46 Lakhs as against the Total Reserves of Rs.488.93 Lakhs as at 31st March 2022.

(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 2022-23 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: [e-mail] up to the date of the AGM and the same would also be available on the Company’s website : www.sspower.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 Six (6) Directors consisting of Four (4) Independent Directors, a Managing Director and a Non-Executive Directors.

During the year and till date of this report, Mr. Arjun Soota (DIN: 08281046) Non-Executive, Non-Independent Director resigned with effect from 31^st July 2022 due to personal and professional reasons.

Your directors express their appreciation for the contributions made by Mr. Arjun Soota during his tenure as a Director of the Company.

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

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

During the year under review, there was re-appointment in the Board of Directors of the company. Your Company has approved the proposal, pursuant to the recommendation of the Board of Directors to the Members of the Company, in the Annual general meeting held on 28^th September, 2022 to reappoint the following directors.

1. Mr. Ashok Kumar Vishwakarma (DIN: 05203223) as Managing Director of the Company for a period of Three (3) years from 9^th November 2022 to 8^th November 2025.

2. Ms. Gayathri Sundaraman (DIN: 07342382) as an Independent Director of the Company for a second term of five (5) years from 07^th December 2022 to 06^th December 2027.

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 and Women Director of the Company.

E. Changes in Key Managerial Person

During the year under review, Mr. Gokulananda sahu, Chief financial officer, Company secretary & Compliance Officer of the Company has resigned from his positions with effect from 23^rd December, 2022 and 28^th November, 2022 respectively.

F. Retirement by rotation

Mr. Ashish Sushil Jalan (DIN: 00031311), Non-Executive Director of the Company retires by rotation at the ensuing 45^th Annual General Meeting and being eligible offers himself for re-appointment. Board recommends his re-appointment as a director for the approval of members.

Further, the brief profile of the Director being recommended for re-appointment is given in the Notice of 45th Annual General Meeting being sent to the shareholders along with the Annual Report.

12. BOARD MEETINGS

During the year, 7 (Seven) 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, 2023 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 2023, the Audit Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	NANDAKUMAR SUNDARRAMAN	CHAIRMAN
2	DEEPAK JUGAL KISHORE CHOWDHARY	MEMBER
3	GAYATHRI SUNDARAM	MEMBER
4	ASHISH SUSHIL JALAN	MEMBER

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^st March, 2023, the Nomination and Remuneration Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	NANDAKUMAR SUNDARRAMAN	CHAIRMAN
2	DEEPAK JUGAL KISHORE CHOWDHARY	MEMBER
3	GAYATHRI SUNDARAM	MEMBER
4	ASHISH SUSHIL JALAN	MEMBER

REMUNERATION POLICY

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has framed a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Wholetime 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 2023, the Stakeholders’ Relationship Committee comprised the following members: -

Sr. No.	NAME OF THE DIRECTOR	DESIGNATION
1	NANDAKUMAR SUNDARRAMAN	CHAIRMAN
2	ASHOK KUMAR VISWAKARMA	MEMBER
3	GAYATHRI SUNDARAM	MEMBER
4	ASHISH SUSHIL JALAN	MEMBER

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 nonexecutive 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. Ashok Kumar Vishwakarma, Managing Director

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.sspower.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:

The Company has in place, policy of prevention, prohibition and Redressal of Sexual Harassment for women at the Workplace in accordance with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. All women employees are covered under this policy. There were no cases/ complaints reported in this regard during the year under review.

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 at 31^st March, 2023.

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 at 31^st March 2023 is available on the Company’s website of the Company www.sspower.com

19. AUDIT

A. Statutory Audit & Report

Pursuant to your approval in the Annual General meeting held on 28^th September 2022, your Company has re-appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai (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 2022-2023.

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 FY 2022-2023.

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, 2023. The Report of the Secretarial Audit is annexed herewith as ANNEXURE - II.

The Secretarial Auditors for the financial year ended 31st March 2023 contains qualifications and clarifications by the Board as follows;

OBSERVATION	MANAGEMENT REPLY
As per Regulation 6 of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) 2015, any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy, but the company has not appointed a compliance officer within the prescribed period.	Company has initiated the process for search of person for appointment : 1. Qualified Company secretary for the post of Company secretary and Compliance officer of the company 2. Chief financial officer for the company
As per Section 203 of the companies Act,2013, every Listed entity shall have Company Secretary and Chief Financial officer, whole-time key managerial personnel, any vacancy in the office of the Company Secretary and Chief Financial officer, whole-time key managerial personnel shall be filled by the Board at a meeting of the Board within a period of six months from the date of such vacancy, but the company has not appointed a Company Secretary and Chief Financial officer, whole-time key managerial personnel within the prescribed period.

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 2022-23.

D. Cost Audit & Cost Records

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

20. REPORTING OF FRAUDS

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

21. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI 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 for utilizing 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 know-how 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.

(C) Foreign Exchange Earnings and Outgo:

• Total Foreign exchange earned in terms of actual inflows during the Financial Year - 1071.91 Lakhs

• Total Foreign exchange earned in terms of actual outgo during the Financial Year - 6.35 Lakhs

23. INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

25. SHIFTING & SALE OF ASSETS LOCATED IN PUDUCHERRY

During the year the branch office of S&S POWER SWITCHGEAR EQUIPMENT LIMITED, wholly owned subsidiary of company was operating at Door No 4, EVR Street, Sedarapet village, Villianur commune Panchayat, Puducherry - 605111 has been shifted to CMDA Industrial Area, Chithamanur Village, Maraimalai Nagar, Tamil Nadu - 603209.

In continuation to the shifting of Puducherry office the management has sold the freehold land and building located at Door No 4, EVR Street, Sedarapet village, Villianur commune Panchayat, Puducherry - 605111.

26. 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.

27. 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. Also, none of the Directors or the Key Managerial Personnel of the Company has any pecuniary relationship or transactions vis-a-vis the company.

28. 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 inhouse 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.

29. 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.

30. 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

31. LISTING OF SHARES

The Trading of shares of the Company has been under surveillance temporarily on account of ESM (Enhanced Surveillance Measure) in Both BSE and NSE.

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

32. DEMATERIALIZATION OF SHARES

As at 31^st March, 2023, 49,13,713 equity shares representing 79.25% of the total equity share capital of the Company were held in dematerialized form with National Securities Depository Limited 41,02,872 Equity Shares amounting to 66.18% and Central Depository Services (India) Limited with 8,10,841 Equity Shares of 13.07%.

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.

33. 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.

34. 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.

35. CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can be accessed on the Company’s website (www.sspower.com).

36. 45^th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular No. 10/2022 dated December 28, 2022 [‘MCA Circular”], regarding Pandemic and relaxations (e.g VC, no physical report) thereon, your Company made arrangement to conduct 45^th AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 45^th AGM.

Also your Company will be complying with said Circulars by sending 45^th Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.

37. FINES PENALTIES LEVIED BY STOCK EXCHANGES

During the year, an amount of Rs.10,000/- was paid by the company for the delay in filing Audited Financial results with regard to Regulation 33 of Listing Regulation, for the year ended 31st March 2022 to both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE).

This was due to unavoidable circumstances and your Company has taken all the necessary precautionary measures to avoid these types of non-compliances in future.

38. 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: NIL39. 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: NIL40. GRATITUDE & ACKNOWLEDGEMENTS

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

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Mar 31, 2015

Dear members,

The Directors have pleasure in presenting before you the THIRTY SEVENTH Annual Report of the Company together with Audited Statement of accounts for the year ended 31st March, 2015.

STANDALONE FINANCIAL RESULTS

The Performance during the period ended 31st March 2015 has been as under:

(Rs. In Lakhs)

For the year For the year ended 31st ended 31st Particulars March 2015 March 2014

Total Income 298.52 210.08

Total Expenditure 214.63 148.17

Gross Profit 83.89 61.91 before Interest, Depreciation and Tax

Less : Depreciation 16.02 14.20 & Amortization

Expenses

Less : Finance Costs 41.36 38.36

GROSS PROFIT 26.51 9.35

Provision for Tax - -

Exceptional Items - (116.41)

Gain / (Loss

PROFIT / (LOSS) 26.51 125.76

CARRIED TO BALANCE SHEET

Earnings / (Loss) 0.43 2.03

per Share (in Rs)

OVERVIEW, BUSINESS PROSPECTS AND OPERATIONS

The Company's activity during the year primarily was of management of its subsidiary companies and restarting activities on Circuit Breakers and related spares and services.

Your Company achieved a Revenue of Rs 298.52 Lakhs, Operating profit before depreciation & amortization amounted to Rs 83.89 Lakhs. Profit before Tax amounted to Rs 26.51 Lakhs.

RESERVES

The Reserves at the end of 31st March 2015 is Rs 1560.82 Lakhs as against Total reserves of Rs 1534.31 Lakhs as at 31st March 2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business carried on during the financial year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no events subsequent to the date of Financial Statements which materially affect the Financials.

SHARE CAPITAL

During the year under review, your Company has not issued any type of Share capital.

MATERIAL CHANGES AND COMMITMENTS

There are no such changes or commitments occurred, affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. GSV Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company's Shares are listed.

DEMATERIALISATION OF SHARES

75.80% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and the balance 24.20% of Company's Share is in physical form.

The Company's Registrars are M/s GNSA INFOTECH LIMITED, having their registered office at Nelson Chambers, 4th Floor, F-Block, No 115, Nelson Man-ickam Road, Aminjikarai, Chennai - 600029.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4(Four) times during the financial year from 1st April, 2014 to 31st March, 2015.

The dates on which the meetings were held are as follows:

i) 30th May 2014;

ii) 13th August 2014;

iii) 10th November 2014; and

iv) 9th February 2015.

The particulars of Directors, their attendance during the financial year 2014-2015 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEE

The Company has the following committees of the Board:

i) Audit Committee;

ii) Nomination cum Remuneration Committee;

iii) Shareholder's / Investors Grievance Redressal & Share Transfer Committee

The Composition of each of the above Committees, their respective role and responsibility is as detailed in the report of Corporate Governance.

DIRECTOR'S & KEY MANAGERIAL PERSONNEL

During the year under review the following Directors, KMPs were appointed:

Date of Appointment Name & Designation

1st July 2014 Mr D Sadasivam , Company Secretary

10th November 2014 Mr Ashok Kumar Vishwakarma, Managing Director

9th February 2015 Mrs Santhakrishnan Radhika, Additional Director**

9th February 2015 Mr K Sundaramurthi, Chief Financial Officer

**Mrs Santhanakrishnan Radhika resigned from the Directorship on 31st March 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 financial year and of the PROFIT of the company for the same period;

c) the directors have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDITORS

The Auditors, M/s. GSV Associates, Chartered Accountants, Chennai retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, is in accordance with the conditions specified in the said section. auditor's report

With regard to points raised in the auditors' report the same are dealt with hereunder:

Para Reference: to Auditor' Reply Report

Para 4 Non fulfilment of export obligation in respect of Advance licenses obtained for supply to Malaysia was due to default in payments for the past supplies which compelled us to stop further supplies. The Company has made an application for merit based redemption before the appropriate forum.

Para 4 The auditors of Acrastyle Switchgear Limited, UK (ASL) have qualified on the carrying book value of investments and the adequacy of provisioning for the diminution in value of investments. The Board of ASL has considered a provision in its books for the previous periods, as its Board deemed appropriate. For the current year, consequent to the earning of profits and the pension deficit having substantially reduced in Acrastyle Limited, the company in which ASL has invested; ASL has not made any further provision/ has not written down the value of its investment in AL. According Acrastyle Power (India) Limited the subsidiary of the Company and the holding company of ASL have provided for their exposure in ASL. The Company on a conservative basis has also provided, during its previous period, for its exposure in APIL for diminution in the value of its investments though the board is of view that the investment is long term in nature.

Sl. No 3(iii) The company, being the holding company had advanced -Annexure these loans to its subsidiary to meet its deficit in to Auditor's working capital requirements due to incurrence of Report significant losses in the subsidiary. The loans were granted for the subsidiary to recover from its current loss situation and any further charge of interest would only put the subsidiary into further financial strain. Since the ultimate beneficiary to a majority would be the company, the interest free loan has been granted with an intention to allow the subsidiary to recover from its current financial position.

(b) By the Company secretary in practice in the secretarial audit report if secretarial audit has been conducted:

Appointment of Company had appointed a Women Director. However Women Director Women Director resigned from the Board on 31st March 2015. Company is in the process of identifying and appointing a woman director shortly.

Report on Annual The Company is taking General Meeting necessary steps General for filing of report on Annual General Meeting. Meeting

Appointment of Company is in the process of appointing an Internal Internal Auditor Auditor shortly.

DEPOSITS

Your Company has not invited or accepted any deposits from the public in terms of provisions of Section 76 of the Companies Act, 2013 and Rules made there under during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Your Company has not received any significant/mate-rial orders from the statutory regulatory bodies/courts/ tribunals which affect the operations/going concern status of the Company during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

(A) CONSERVATION OF ENERGY

Company has taken adequate measures for conservation of energy. Company is also making continuous efforts for utilizing alternate sources of energy.

(B) TECHNOLOGY ABSORPTION

Company is making continuous efforts to keep the employees informed of all emerging technologies and developments which are relevant to business of the Company.

INTERNAL CONTROL & AUDIT SYSTEMS AND THEIR ADEQUACY

Your Company remains committed to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets.

The internal control mechanism comprises of a well defined organization structure, documented manuals and pre-determined authority levels. In order to ensure that adequate checks and balances are in place and the internal control systems are in order, periodical audits are conducted by independent agencies.

The Audit Committee of your Company, inter-alia, reviews Quarterly Financial Results, evaluates the effectiveness of Internal Control Systems, including significant changes in accounting policies.

The company is in the process of appointing an external agency to conduct an internal audit on the transactions of the company which shall be submitting its findings to the audit committee. The scope for the internal audit has been defined by the audit committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company have duly complied with the provision of Section 186 of the Companies Act, 2013. The Particulars of Loan, Guarantees and Investments taken during the financial year are as follows:

PARTICULARS AMOUNT (In Rs)

Secured Loans NIL

Unsecured Loans 73,748,919

Current/Non-Current Investments NIL

Guarantees NIL

Securities Extended NIL

RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section 188(1) have been disclosed in the Financial Statements

VIGIL MECHANISM (Whistle Blower Policy)

As per Section 177 of the Companies Act, 2013, your company had established the vigil mechanism.

HUMAN RESOURCES & INTERNAL CONTROLS

During the year Company has appointed a Managing Director for Business Operations.

During the period the Company maintained cordial relations with the employees of the Company.

The company acknowledges the contributions and services of its employees and wishes to place on record its appreciation of the efforts of its employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration extended by the Bankers, Shareholders and employees and look forward for their continued support and cooperation.

By order of the Board For S&S Power Switchgear Ltd

Ashish Jalan Ashok Kumar Vishwakarma Chairman Managing Director Date: 4th June 2015 Place: Chennai

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Mar 31, 2012

The Directors have pleasure in presenting herewith the Thirty Fourth Annual Report of your Company together with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In Million)

Particulars 2011-12 2010-11 (12 months) (12 months)

Sales and other operational income 15.81 18.00

Other Income 17.61 21.86

Gross Profit / (Loss) 6.57 9.24

Add: Depreciation 2.59 2.41

Interest 0.41 0.77

Profit or Loss before extraordinary

Items and tax 6.57 9.24

Less: Extraordinary items 23.76 30.44

Less: Provision for Tax Nil Nil

Profit or (Loss) after Tax (17.19) (21.20)

Add: Balance in Profit or Loss account brought forward (50.27) (29.07)

Balance carried forward to Balance Sheet (67.46) (50.27)

ABRIDGED FINANCIAL STATEMENT

As permitted by SEBI guidelines and Companies Act, 1956, we have included the abridged financial statements of the Company in this annual report. The detailed financial statements and audit reports of the Company and each of its subsidiaries are available for inspection at the registered office of the Company,

OVERVIEW, BUSINESS PROSPECTS AND OPERATIONS

The gross turnover for the year under review was Rs, 33,421,895 as against Rs. 39,921,940 last year. After absorbing depreciation of Rs. 2,588,750, the profit before Tax is Rs. (1 7,1 93,167) as compared to Rs. (21,202,084) in the corresponding previous year.

Under the agreement with EPS (UK) Limited a specialist Switchgear Consultancy the Company has completed the design of the following products and the prototype development is in progress

1. 12kV Indoor Circuit Breaker Truck incorporating maglatch mechanism with option for spring mechanism mounting suitable for various ratings

2. 12kV Outdoor Structure mounted VCB

3. 36kV Outdoor Structure mounted VCB

The Company has selected a place of manufacture for the above said products. On successful completion of the development and testing of the products, the Company revenues after the sale of its products are

expected to increase manifold as the avenues for the growth of the power sector are high in view of the continued shortage and infrastructure development plans.

The Company is also working on the design and development of the following products, in consultation with the EPS (UK) Limited,

1. 12kV Auto Recloser with associated electronics

2. 12kV Ring Main Unit

3. New development of technology on CTs

4. Railway Trackside Breakers

We expect to start the production of our circuit breaker range towards the end of this year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has five subsidiaries namely;

1. Acrastyle EPS Technologies Limited, Chennai (AEPS)

2. Acrastyle Power (India) Limited, Chennai (APIL)

3. S&S Power Switchgear Equipment Limited, Chennai (S&SPSE)

4. Acrastyle Switchgear Limited, United Kingdom (ASL, Subsidiary of APIL)

5. Acrastyle Controls India Private Limited, Chennai (ACIL, Subsidiary of ASL and also APIL)

6. Acrastyle Limited, U. K,

A statement containing brief financial details of the subsidiaries is included in the Consolidated Accounts. As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached in the Consolidated Accounts. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement of the Company's interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts.

S&S POWER SWITCHGEAR EQUIPMENT LIMITED (S&SPSE)

S&SPSE had established a Joint Venture with COELME Costruzioni Elettromeccaniche SpA, Italy for manufacture of Disconnector products in the name and style of "S&S Power Switchgear Equipment Limited" (S&SPSE), S&SPSE recorded a turnover of Rs. 146,094,647 for the year ended 31,03.2012.

During the month of June, 2012 S&SPSE came out with a rights issue of 2,50,000 equity shares of a face value of Rs.10 per share at premium of Rs,70 per share. Both the Company and COELME, JV partner subscribed and were allotted shares in the ratio of 51:49. The Company was allotted 1,27,500 equity shares.

The performance of the current year is satisfactory and the company expects to make a profit in this financial year. Also the exports of very high quqlity products and components to COELME have commenced. We have also completed the design of our first joint product and are now embarking on the joint design of the 400kV disconnected range.

The Company is certified Rs.or ISO 9001-2008 by TUV - Novd Quality systems, by means of periodical internal audits and surveillance,

ACRASTYLE POWER (INDIA) LIMITED (APIL)

Acrastyle Power (India) Limited recorded a turnover of Rs. 12,647,772 for the year ended 31st March 2012. The Company has incurred a loss of Rs, 23,839,084 as against loss of Rs. 20,952,801 in the previous year,

APIL caters to the needs of various types of Engineering Services with respect to Control, Protection and other controls in power systems segment both in India and Overseas,

The Company has been very much involved in Global Engineering Services in that it is associated with customers in Dubai, Saudi, Qatar, Australia, Germany apart from Acrastyle, UK. The Company has also been extending its services to local Customers like Areva,

Suzlon and Siemens etc.

With the increase in the customer base of the Company and increasing acceptance of both the . concept of outsourced engineering and the quality of services that the Company provides, we expect the Company to grow and prosper.

APIL is certified for ISO 9001-2008 Quality Systems by TUV-Novd and successfully goes through the surveillance Audit.

ACRASTYLE SWITCHGEAR LIMITED (WOS) / ACRASTYLE LIMITED

The principal activity of Acrastyle Switchgear Limited during the period was that of an investment Company. Acrastyle Switchgear Limited is a holding Company for Acrastyle Limited (AL).

Acrastyle Limited is engaged in the designing and manufacturing of control and protection equipment for power generation, transmission and distribution systems,

During the period under review the turnover of AL has increased from 7,334,684 Pds to 8,334,415 Pds although the accounting period is 18 months compared to previous 12 months. The Operations of the Company resulted in a loss of 716,280 Pds.

This was a very difficult period for the U.K economy & the Company suffered as a result. We are happy to say

that after strict cost cutting measures implemented the Company has turned around & is now making profits.

ACRASTYLE CONTROLS INDIA PRIVATE LIMITED (ACIL)

Acrastyle Controls India Private Limited recorded a turnover of Rs.63,559,570 for the year ended 31st March 2D12 and incurred a loss of Rs. 5,982,633 as against profit of Rs. 2,07,955 in the previous year.

During the period under review, the company's operations for its control cubicles and control and relay panels to the existing customers, especially the OEM customers has been good.

Thrust is on to add, at least two more OEM customers and parallely explore new avenues for Control Relay Panel business and thus augment the revenues. This will also enable us to minimize dependence on existing, customers.

The Company has moved into a larger premise in the current year and expects to do even better this year.

The Company is certified for ISO 9001-2008 Quality systems, by means of periodical internal audits and surveillance.

ACRASTYLE EPS TECHNOLOGIES LIMITED (AEPS)

Acrastyle EPS Technologies Limited was floated as a Joint Venture Company for manufacture of Magnetic Actuators. The factory has been set up at Maraimalai Nagar, This Joint Venture Company has completed the prototype of the maglatch and established a supplier base. The production is expected to commence in the ensuing year.

RESEARCH & DEVELOPMENT

The Company has a strong R&D team to absorb the technology in its products to be developed with EPS (UK) Limited.

FINANCE

The working capital requirements were met from the internal resources and credit facilities from Bank through bills discounting scheme.

DIRECTORS

Mr. Deepak Chowdhary retires by rotation in terms of Article 118 of the Company's Articles of Association and he being eligible offers himself for re- appointment.

INTERNAL CONTROL & AUDIT SYSTEMS AND THEIR ADEQUACY

Your Company remains committed to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets.

The internal control mechanism comprises of a well defined organization structure, documented manuals and pre-determined authority levels. In order to ensure that adequate checks and balances are in

place and the internal control systems are in order, periodical audits are conducted by independent agencies.

The Audit Committee of your Company, inter-alia, reviews Quarterly Financial Results, evaluates the effectiveness of Internal Control Systems, including significant changes in accounting policies and the recommendations of the internal audit agencies.

DISQUALIFICATION UNDER SECTION 274 (1) (g) OF THE COMPANIES ACT, 1956:

None of the Directors attract disqualifications in terms of Section 274 (1) (g) of the Companies Act, 1956.

FIXED/CUMULATIVE DEPOSITS

The Company has not accepted any public deposits during the year.

DEPOSITORY SERVICES

As on August 23, 2012, out of total 6,200,000 equity shares of the Company, 46,86,121 equity shares representing 75,58% of total shares have been dematerialized.

CORPORATE GOVERNANCE

Our governance practices along with the Auditor's Certificate on its compliance are attached hereto as an Annexure to this report

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the companies Act, 1956, with respect to the Directors' Responsibility statement, it is hereby confirmed.

(i) in the preparation of the annual accounts, for year ended 31.03,2012 the applicable accounting standards have been followed and that there are no material departures from the same.

(ii) The Directors 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 as at 31.03.2012, and of the loss of the company for the said period.

(iii) The Directors have taken proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Director have prepared the accounts for the year ended 31.03.2012 on a going concern basis.

AUDITORS' REPORT

With regard to points raised in the auditors' report the same are dealt with hereunder : .

Para Reference:

to Auditors' Reply

Report

4(i) Non fulfillment of export

obligation in respect of Advance licenses obtained for supply to Malaysia was due to default in payments for the past supplies which compelled us to stop further supplies. The Company has made an application for a merit based redemption before the appropriate forum.

4(ii) The auditors of Acrastyle

Switchgear Limited, UK (ASL) have qualified on the carrying book value of investments and the adequacy of provisioning for the diminution in value of investments. The Board of ASL has considered a provision in its books, as its Board deemed appropriate. According Acrastyle Power (India) Limited (APIL) the subsidiary of the Company and the holding Company of ASL have provided for their exposure in ASL. The Company on a conservative basis have also provided for its exposure in APIL for diminution in the value of its investments though the Board is of view that the investment is long term in nature. However on a conservative basis the Board has provided for its exposure in its subsidiary,

4 (iii) The provision made for doubtful

deposit of Rs. 6.74 lacs is long term in nature. This monitery deposit will be realizable over a period of time,

vii (a) The shortfall in liability will be provided for in the financial year 2012 - 13.

ix (a) & (b) The Company proposes to settle all pending undisputed statutory dues within the following year.

HUMAN RESOURCES & INTERNAL CONTROLS

During the period the Company maintained cordial relations with the employees of the Company.

In respect of the erstwhile workmen relating to Porur unit, settled under Section 12(3) of the Industrial Disputes Act, 1947, a section of the workmen preferred a writ petition challenging the settlement and the same was dismissed. Against the dismissal a writ

appeal was filed by the workman, which was disposed with a direction to the State Government of Tamil Nadu to refer the dispute, in case an application was made by the dissenting workmen. The Government of Tamil Nadu, pursuant to an application by the said workmen issued a reference on 27.1 1.2007. The matter is pending before the Industrial Tribunal.

In the meantime the alleged representatives of the dissenting workmen preferred a suit claiming them to be the authorized representative of the union, which was dismissed and their claim to have locus standi as the representatives of the Union has been negated.

AUDITORS

M/s.GSV Associates, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for reappointment, As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section

PARTICULARS OF EMPLOYEES

None of the employees draw remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (l)(e) of the Companies Act, 1956 read with rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) rules 1988 ore set out in an Annexure to this report

ACKNOWLEDGEMENT

Your Directors thank the Company's employees, customers, vendors, bankers, shareholders, government departments and all others for their cooperation and support to the Company.

On behalf of the Board of Directors For S&S Power Switchgear Limited

Ashish Jalan Chairman & Managing Director

Date: August 23, 2012

Place: Chennai

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Mar 31, 2010

The Directors have pleasure in presenting herewith the Thirty Second Annual Report of your Company together with the audited accounts for the year ended 31st March, 2010.

Financial Results (Rs. In Million)

Particulars 2009-10 2007-09

(12 mths) (18 mths)

Sales and other operational income 128.93 183.79

Other Income 18.00 48.59

Gross Profit / (Loss) 30.84 27.26

Add: Depreciation 2.95 12.11

Interest 5.44 3.62

Profit or Loss before

extraordinaryitems and tax. 22.45 11.53

Less: Extraordinary Items 47.76 8.49

Less: Provision for Tax Nil 0.72

Profit or (Loss) after Tax 25.31 2.32 Add: Balance in Profit or

Loss account brought forward 3.76 (6.08) Balance carried forward to

Balance Sheet 29.07 (3.76)

ABRIDGED FINANCIAL STATEMENT

As permitted by SEBI guidelines and Companies Act, 1956, we have included the abridged financial statements of S&S Power Switchgear Limited in this annual report. The detailed financial statements and audit reports of S&S Power Switchgear Limited and each of its subsidiaries are available for inspection at the registered office of the Company.

OVERVIEW, BUSINESS PROSPECTS AND OPERATIONS

For the financial year ended 31st March 2010, the revenues have been reduced from Rs.183.79 Million to Rs.128.93 Million as the Disconnector Business was with the company upto 31st October 2009.

India is currently experiencing phenomenal growth in the Power Sector Infrastructure development. With the

Governments emphasis on the Power Sector, the market for Transmission and Distribution is foreseen to increase.

Your Company was operating with a limited range of products against stiff competitions from world giants in the electrical industry. It was therefore thought prudent to associate partners for this business in order to attract specialized skills in the field of disconnectors.

COELME Costruzioni Elettromeccaniche SpA, Italy is a member of Southern States Group of Companies since 1950, a company now a world leader with rich experience in the Electrical field manufacturing upto 1200kV with specialist employees skilled to build high standard Disconnectors. Situated in Venice, COELME has also EGIC in France as part of its Group.

COELME evinced interest in a Joint Venture in India in the field of disconnectors with favourable conditions prevailing in the Power Sector.

Pursuant to the approval through postal ballot by members for transfer of the whole of the undertaking pertaining to the manufacture and sale of Companys disconnector business being carried on at Puducherry to its subsidiar y S&S Power Switchgear Equipment Limited(S&SPSE), the Company through a Business Transfer Agreement dated 11th March, 2010 transferred the disconnector business to its subsidiar y for a consideration of Rs.63.90 Million.

Simultaneously with the signing of the Business Transfer Agreement, your Company also entered into a Joint Venture Agreement with COELME Construzioni Elettromeccaniche SpA, Italy and S&SPSE for the purpose of establishing a Joint Venture Company (JVC) in India for manufacture of Disconnector products with state of art technology. Pursuant to this, your company subscribed to 4,60,000 equity shares of Rs.10/- each at a premium of Rs.72.85 aggregating to Rs.38.11 Million in the JVC.

With decades of combined expertise in the field of Disconnectors across the Globe, the merging of the technical strengths & best practices with cost effective manufacturing base provides an unique opportunity for the both the partners.

CORPORATE SERVICES AND LEASE AGREEMENT

The Company entered into a Corporate Services Agreement with S&SPSE pursuant to which the Company will share with S&SPSE certain facilities and amenities administrative or otherwise belonging to the Company and also extend professional services in the field of Finance and Accounts, Personnel and Administration, Secretarial and Legal, Sales and Marketing on terms agreed upon in the Corporate Services Agreement.

Your Company also leased out its factory premises in Puducherry to S&SPSE for the purpose of running its factory on terms agreed upon in the Lease Agreement.

The Joint Venture Company has been established to capitalize the growing business opportunities in the Power Sector and your Company in turn would reap the benefit from the growing opportunities in the years to come.

RESTARTING OF CIRCUIT BREAKER BUSINESS

India is expected to see around 17,000 MW of new power generation capacity per year. This would mean a huge demand for medium voltage switchgear products viz circuit breakers in the Transmission and Distribution sectors.

Your Company was pioneers in the field of medium voltage circuit breaker. Unfortunately due to the South East Asean Economic crisis domestic market slowed down from 1998 onwards and the Company had to shut down its breaker operations in 2002.

With most of the issues having been resolved, your company will be re-entering the circuit breaker segment with state of art technology with a view to exploiting the huge market potential both in India and outside India in the field of circuit breakers.

EPS (UK) LTD, a specialist Switchgear Design Consultancy and a manufacturer of the Worldwide patented MagLatch magnetic actuator mechanisms, based in, United Kingdom, has agreed to form a Joint Venture with us for exclusive manufacture and Sale of Magnetic Actuators.

The Company is also developing a range of products that will incorporate the MagLatch mechanism and expand the Company’s existing product portfolio. For this, the Company has entered into a Technical Assistance and Product Development (PD&TA) Agreement with EPS. Under the agreement the Company is developing a range of modern products compliant to world standards some of which is detailed below for which EPS will provide the Design, Know-How and Technical Assistance.

1. 12kV Indoor Circuit Breaker Truck incorporating maglatch mechanism with option for spring mechanism mounting suitable for various ratings

2. 12kV Auto recloser with associated electronics

3. 12kV Ring main Unit

4. 12kV Outdoor Structure mounted VCB

5. 36kV Outdoor Structure mounted VCB

6. New development of technology on CTs

7. Railway Trackside Breakers

Your Companys revenues expects to increase manifold once the above said products are in the market particularly in the light of huge new power generation planned for each year. Your Company expects to be immensely benefited by this Joint Venture and PD&TA.

ISO 9001 CERTIFICATION

Your company has successfully undergone surveillance audits by RWTUV for the year 2009-2010 .

SUBSIDIARIES:

The company has three subsidiaries namely;

i. Acrastyle Power (India) Limited, Chennai

ii. Acrastyle Switchgear Limited, United Kingdom

iii. S&S Power Switchgear Equipment Limited, Chennai

The audited accounts of these subsidiary companies are attached.

ACRASTYLE POWER (INDIA) LIMITED (APIL)

Acrastyle Power (India) Limited recorded a turnover of Rs.21.24 Million for the year ended 31st March 2010.

APIL focuses on providing Engineering services to the Control & Protection system segment. APIL has been involved in many of the engineering projects for Global MNCs.

APIL is in the process of foraying into the T&D Substation segment including Power Plants Engineering. The major players in the field look for specialized enterprises for the detailed engineering processes and APIL being in the field of engineering services and with competent and experienced engineers and state of art facilities in Chennai, would be exploiting the opportunities to its advantage. APIL is also looking at acquiring companies / merger which are in the related field to enhance the range and reach critical mass.

ACRASTYLE SWITCHGEAR LIMITED (WOS)/ACRASTYLE LIMITED

Acrastyle has always been known for its high quality standards and has very prestigious projects to its credit. Acrastyle has engineered and built the Control protection systems for the two Channel rail tunnels between England and France. It also has to its credit projects like Singapore TUAS Power station, China Light & Power Hongkong, Saudi Al Khudmi, etc. Acrastyle has been partners to AREVA, ABB, Mitsubishi, Siemens and other global giants in these ventures.

S&S Power Switchgear Equipment Limited recorded a turnover of Rs.51.91 Millions for the 5 month period ended 31.3.2010.

COELME - Costruzioni Elettromeccaniche SpA , Italy

and your Company have formed a Joint Venture Company S&S POWER SWITCHEGEAR EQUIPMENT LTD, to manufacture Disconnectors in Puducherry.

With decades of combined expertise in the field of Disconnectors across the Globe, the merging of the technical strengths and best practices with cost effective manufacturing base in India provides an unique opportunity to capitalize the growing business opportunities in the Power Sector. The core objectives of the Joint Venture is

1. To share our respective strengths, expertise and technologies in choosing a common design and model for marketing both in the Territor y and elsewhere.

2. To increase JVCs business volumes through COELME sourcing components from JVC.

3. To work together on establishing the most commercially viable way to exploit the 800kV and 1200kV market in India.

4. To develop Products with State of the Art Technology and encash the growing Power sector Market in India

COELME, Italy is a member of Southern States group of companies since 1950, a company now a world leader with rich experience in the Electrical field manufacturing upto 1200kV with specialists employees skilled to build high standard Disconnectors. Situated in Venice, COELME has also EGIC in France as part of its Group. COELME is approved by ENEL, one of the most demanding utilities in the world.

India has become the manufacturing hub for Disconnectors. This can be seen by the investments and setting up of facilities by Areva, ABB and Siemens. As Disconnectors manufacturing is more skill driven than automated process, local production obviously brings out a cost effective product.

India is moving to high-voltage transmission lines (e.g. 765kV, 800kV HVDC, 1200kV, etc). and the JVC is actively participating with Power Grid Corporation in the 1200 kV Project. The 1200kV disconnector is already on the anvil and we have had several discussions with PGCIL in this aspect. S&S should be rolling out its first 1200kV shortly.

The Company expects huge benefits from this JV in the years to come.

ACRASTYLE EPS TECHNOLOGIES LIMITED

A JV Company Acrastyle EPS Technologies Llimited has been incorporated for the manufacture in India of the EPS patented MagLatch Switchgear Mechanism. S&S and EPS will have 51% and 49% in the JV Company.

The JV Company has entered into a License Agreement with EPS (UK) Limited, U.K. whereby EPS will provide designs and drawings including knowhow and technology for manufacture of U.K. patented magnetic actuators.

RESEARCH & DEVELOPMENT

The Company has built a strong R&D team and also possess equipment and machineries for absorbing the new technology in its products to be developed in association with EPS (UK) Limited.

With the above strong position, your Company will ensure that customer expectations are met. The functional organization will focus on the technical knowhow including the technical processes, tools, training and skills for each specific technical function.

FINANCE

The working capital requirements were met from the internal resources and credit facilities from Bank through bills discounting scheme.

INTERNAL CONTROL & AUDIT SYSTEMS AND THEIR ADQUACY

Your Company remains committed to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets.

The internal control mechanism comprises of a well defined organization structure, documented manuals and pre-determined authority levels. In order to ensure that adequate checks and balances are in place and the internal control systems are in order, periodical audits are conducted by independent agencies.

The Audit Committee of your Company, inter-alia, reviews Quarterly Financial Results, evaluates the effectiveness of Internal Control Systems, including significant changes in accounting policies and the recommendations of the internal audit agencies.

SEGMENTAL REPORTING:

The company is engaged predominantly in manufacture of Disconnectors and there are no business segments within the meaning of Accounting Standard 17.

DISQUALIFICATION UNDER SECTION 274 (1) (g) OF THE COMPANIES ACT, 1956:

None of the Directors attract disqualifications in terms of Section 274 (1) (g) of the Companies Act, 1956.

FIXED/CUMULATIVE DEPOSITS:

The Company has not accepted any fixed deposits during the year.

DEPOSITORY SERVICES

As on 25th August, 2010, 46,75,207 shares have been dematerialised and are being held in electronic form.

CORPORATE GOVERNANCE:

A report on the Compliance of Corporate Governance is annexed together with a certificate from the auditors of the Company on Compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS

Mr Deepak Chowdhary retires by rotation in terms of Article 118 of the Company’s Articles of Association and he being eligible offers himself for re-appointment.

AUDITORS

M/s.GSV Associates, Chartered Accountants, Chennai, the company’s auditors retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act,1956, with respect to the Directors’ Responsibility statement, it is hereby confirmed.

(i) in the preparation of the annual accounts, for year ended 31.03.2010 the applicable accounting standards have been followed and that there are no material departures from the same.

(ii) The Directors have selected such Accounting policies and applied them consistently and made judgements 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 31.03.2010, and of the loss of the company for the said period.

(iii) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Director have prepared the accounts for the year ended 31.03.2010 on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable support from the customers, vendors, bankers, financial institutions, employees, shareholders government departments and all others.

On behalf of the Board of Directors

Ashish Jalan

Chairman & Managing Director

Place: Chennai

Date: 25th August, 2010