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SSPDL Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 21.71 Cr. P/BV 2.79 Book Value (Rs.) 6.02
52 Week High/Low (Rs.) 24/10 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2020 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2025.

FINANCIAL RESULTS

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

A) STANDALONE: (Rs. in thousands)

PARTICULARS

2024-25

2023-24

Total Revenue

63,896.12

2,65,814.66

Less: Operating Expenses

55,041.56

2,73,900.37

Gross Profit/(Loss) before Depreciation and Interest

8,854.56

(8,085.71)

Less: Finance Costs

21,357.66

18,068.60

Depreciation and Amortization Expense

2,161.36

1,960.83

Profit/(Loss) before tax before exceptional items

(14,664.46)

(28,115.14)

Exceptional items

0.00

0.00

Profit/(Loss) before tax after exceptional items

(14,664.46)

(28,115.14)

Less: Tax Expense (Net)

0.00

0.00

Profit/(Loss) After Tax

(14,664.45)

(28,115.14)

Balance of Profit brought forward

(3,73,472.71)

(3,45,357.57)

Profit available for appropriation

(3,88,137.17)

(3,73,472.71)

APPROPRIATIONS

Proposed Dividend

0.00

0.00

Tax on the proposed dividend

0.00

0.00

Transfer to General Reserve

0.00

0.00

Balance carried to Balance Sheet

(3,88,137.17)

(3,73,472.71)

B) CONSOLIDATED: (Rs. in thousands)

PARTICULARS

2024-25

2023-24

Total Revenue

63,915.53

2,65,805.04

Less: Operating Expenses

59,803.19

2,74,150.46

Gross Profit/(Loss) before Depreciation and Interest

(4,112.34)

(8,345.42)

Less: Finance Costs

21,357.66

18,068.60

Depreciation and Amortisation Expense

2,161.36

1,960.83

Profit/(Loss) before tax before exceptional items

(19,406.68)

(28,374.85)

Exceptional Item

0.00

0.00

Profit/(Loss) before tax after exceptional items

(19,406.68)

(28,374.85)

Less: Tax Expense (Net)

0.00

0.00

Profit/(Loss) After Tax

(19,406.68)

(28,374.85)

STATE OF THE COMPANY'S AFFAIRS

The total revenue of your Company for the year under review is Rs. 638.96 lakhs as compared to Rs. 2658.15 lakhs for the previous year ended
31st March, 2024. Profit/(Loss) after tax is Rs. (146.64) lakhs as against Rs. (281.15) lakhs in the previous year.

The projects undertaken by the Company are under different stages of execution, and the performance of the Company during the current year
i.e., 2025-26 is expected to be in accordance with Company's plans.

PROPERTY DEVELOPMENT PROJECTS
CHENNAI:

SSPDL Park Centre Project:

SSPDL has executed a Deed of Lease of land of 5.72 grounds
(13,728 sq. ft.) for 33 years, with the option to extend one more
term of 33 years, with the sole trustee of Sir John Demote. SSPDL
has paid Rs. 2 crore interest-free non-refundable deposit to Sir John
Demote Trust and registered the Deed. SSPDL plans to build and
operate commercial offices. The total leasable area is approximately
30,408 sq. ft.

We got the approval for the reclassification of land use from CMDA.
Plan Sanction, and Planning Permission from CMDA, and building
permission from GCC obtained. The superstructure of the building
is completed, and finishing work is in progress.

We are happy to announce that we have already signed a Lease
Deed with M/s. Work Easy Space Solutions Private Limited for
leasing of 'A' grade Warm Shell for 12 years with an initial lock-in
period of 5 years. The monthly Lease Rental is Rs. 70/- per sq. ft. for
36 months with 15% escalation in rent for every 3 years. M/s. Work
Easy Space Solutions Private Limited is currently managing more
than 1.5M sq. ft. of co-working space and 90% of it is in Chennai.

Alpha City Project

This Project has been completed in 2007. As on 31.03.2025 we
have to receive Rs. 2.05 crores, however, as on date of this report
we have collected entire amount of receivables of Rs.2.05 crores.
With this, the liability of Alpha City is Nil.

Godrej SSPDL Azure Project

M/s. Godrej Properties Ltd (GPL) has purchased the entire unsold FSI
by settling the Non-GPL Partners (Land Owners, SSPDL and other
Partners).

After adjusting/set-off of the existing Loans and recovery/adjustment
of the Refundable Security Deposit paid in terms of the Development
Agreement and other amounts that are to be repaid/recovered by
SSPDL, Your Company has received Rs.2.75 Crores towards full and
final settlement along with refund of Fixed Capital contribution of
Rs.250,000/-. We have since exited from the project.

SSPDL Lakewood Enclave

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

Residential Villa project consists of 32 Villas. Layout sanction and
planning permissions are received. Buildings have been pre certified
GOLD by Indian Green Building Council (IGBS). We have already
sold 13 Villas from our share of 18 villas in Lakewood. Construction
of Villas is in progress and has an unsold area of 1 1,982 sq. ft. One
of the survey numbers belonging to the Company was wrongly
classified as Government Porambokku land in the online revenue
records. The Company filed a writ petition before the Hon'ble
Madras High Court challenging the said classification. The High
Court delivered its verdict in favour of the Company.

The matter is currently pending for rectification of the classification
in the Government records. Upon completion of the rectification

process, the Company will commence construction activities during
the financial year.

HYDERABAD:

We are happy to announce that the largest residential project for the
Company, The Retreat, Hyderabad (SSPDL BHEL Employees Cyber
Colony) has been completed and delivered 1251 homes, 100 LIG
flats, and 100 EWS flats to the Customers and your Company exited
from this project.

SSPDL Suri Nilayam

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

We are happy to inform that we have received all the statutory
approvals from GHMC to start the construction. All the relevant fee
had been paid. On 25th of Jan 2024, we have taken possession
of property and started the demolition of building. The building
is demolished fully and the Rock Cutting work completed. We
re-negotiated the sharing ratio to 50:50 now. We started the
construction work in July 2024. As on date we have completed the
Cellar RCC compound wall, the stilt slabs, first floor and second
floor slabs, We have another three more slabs to complete. We have
received the approval from TSRERA.

CONSTRUCTION BUSINESS:

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

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

Your Directors do not recommend any dividend for the Financial
Year ended March 31,2025.

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

The Company does not propose to transfer any amount to the
general reserve for the financial year ended March 31,2025.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) & 134(3)(a) of the Act, Annual
Return for FY 2024-25 is uploaded on the website of the Company
and can be accessed at
www.sspdl.com/investors.php.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Appointment / Reappointment

During the year under review, in 30th Annual General Meeting
(AGM) held on 28.09.2024 (i) Sri E.Bhaskar Rao (DIN: 00003608)
was reappointed as a Director, (ii) Sri Suryanarayana (DIN:
01951750) was appointed as an Independent Director for a period
of 5 (five) years w.e.f. 28.09.2024, and (iii) Sri Prakash Challa
(DIN: 02257638) was re-appointed as the Chairman and Managing
Director for a period of 5 (five) years w.e.f. 01.10.2024 and fixed
the remuneration for a period of 3 (three) years w.e.f. 01.10.2024.

On 08.08.2025, through Postal Ballot, (i) Sri K.Shashi Chandra
(DIN: 07258691) was re-appointed as an Independent Director for

a period of five years with effect from 12th August, 2025 to 11th
August, 2030, and (ii) Sri P.Muralikrishna (DIN: 08043970) was re¬
appointed as an Independent Director for a period of five years with
effect from 4th September, 2025 to 3rd September, 2030.

Pursuant to the provisions of Section 152 of the Companies Act,
2013, Smt. Sabbella Devaki Reddy (DIN: 02930336), Director, is
liable to retire by rotation at the ensuing Annual General Meeting,
and being eligible, offers herself for re-appointment. The Board
of Directors, based on the recommendation of Nomination and
Remuneration Committee, has recommended the re-appointment
of Smt. Sabbella Devaki Reddy, Director, retiring by rotation.

The brief profile of the director seeking reappointment at the ensuing
Annual General Meeting is presented in the annexure to Notice of
31st Annual General Meeting.

Key Managerial Personnel

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

a. Sri Prakash Challa - Chairman and Managing Director

b. Sri U.S.S. Ramanjaneyulu N - Chief Financial Officer

c. Sri. A.Shailendra Babu - Company Secretary and Compliance
officer

During the year under review, there were no change in the KMPs
of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year 2024-25, Four (4) meetings of the Board of Directors
were held on 23rd May, 2024, 14th August, 2024, 14th November,
2024, and 13th February, 2025. The details of the meetings and
attendance of directors are furnished in the Corporate Governance
Report, which is enclosed to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS

As on March 31, 2025, Sri S.Suryanarayana, Sri P.Muralikrishna,
and Sri K.Shashi Chandra are Independent Directors on the Board.

The Board hereby confirms that all the Independent Directors of
your Company have given a declaration that they meet the criteria
of Independence as provided in Section 149(6) of the Companies
Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). Further, the Independent Directors confirmed that the
respective Independent Director is not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgment and without any external
influence.

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

All Independent Directors declarations that their respective name
is registered with the Independent Director's databank. Further,

declaration on Compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, regarding
the requirement relating to enrolment in the Data Bank created by
MCA for Independent Directors, received from all Independent
Directors.

After assessment of disclosures, declarations and confirmations
received from all independent directors, the Board has opined that,
the Independent Directors of the Company are persons of integrity
and possess the relevant expertise and experience (including the
proficiency, as per the applicable law) to qualify as Independent
Directors of the Company and are Independent of the Management.

FAMILIARIZATION PROGRAMMES IMPARTED TO
INDEPENDENT DIRECTORS

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

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

COMMITTEES OF THE BOARD

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

After the year ended 31.03.2025, upon re-appointment of Sri
K.Shashi Chandra and Sri P.Muralikrishna as independent directors,
w.e.f. 1 1.08.2025, all 4 (four) Committees of the Board have been
re-constituted. The details of the reconstituted committees are
provided below:

Audit Committee: As on the date of this report, the Audit Committee
comprises Sri S.Suryanarayana (Chairman), Sri P.Muralikrishna
(Member), and Sri K.Shashi Chandra (Member).

Nomination and Remuneration Committee: As on the date of this
report, the Nomination and Remuneration Committee comprises Sri
S.Suryanarayana (Chairman), Sri P.Muralikrishna (Member), and Sri
K.Shashi Chandra (Member).

Stakeholders Relationship Committee: As on the date of this
report, the Stakeholders Relationship Committee comprises Sri
S.Suryanarayana (Chairman), Sri Prakash Challa (Member), and Sri
P.Muralikrishna (Member).

Corporate Social Responsibility Committee: As on the date of
this report, the Corporate Social Responsibility (CSR) Committee
comprises Sri Prakash Challa (Chairman), Sri S.Suryanarayana
(Member), and Sri P.Muralikrishna (Member).

Kindly refer to the Corporate Governance Report for matters relating
to the Board, Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate
Social Responsibility Committee for constitution, meetings, etc.

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

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

AUDITORS

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

AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any
qualification and issued an unmodified opinion.

As required by the SEBI (LODR) Regulations, 2015, the auditors'
certificate on corporate governance is enclosed to the Board's
Report. The Auditors' certificate for the year ended 31.03.2025 does
not contain any qualification, reservation, or adverse remark.

COST RECORDS AND COST AUDIT

For the financial year 2024-25, the provisions relating to maintenance
of Cost Records as specified by the Central Government under
Section 148 of the Companies Act, 2013 is not applicable to the
Company. Also, as per rule 4 of the Companies (Cost Records and
Audit) Rules, 2014, cost audit is not applicable to your company.
Accordingly, the cost auditor is not appointed for the financial year
2024-25.

INTERNAL AUDITORS

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed
M/s. Savita Jyoti Associates, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the financial
year 2024-25. A Secretarial Audit Report, for the financial year
2024-25, given by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report as ANNEXURE - 1A.

Further, Pursuant to the provisions of Section 204 of the Act, read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and amended provisions of
Regulation 24A of the SEBI Listing Regulations, on recommendation
of the Audit Committee, subject to approval of the members of

the Company, the Board has approved and recommended to the
members of the Company for the appointment of M/s. Savita Jyoti
Associates, Practicing Company Secretaries, (M No. FCS 3738, CP
No.1796) as the Secretarial Auditors of the Company for a term of
five consecutive financial years commencing from 2025-26 to 2029¬
30. Accordingly, approval of the members is sought at the ensuing
31st AGM for the appointment of Secretarial Auditors, through the
resolution forming part of the Notice of the AGM.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARIES

The Secretarial Audit of M/s. SSPDL Infratech Private Limited
(material unlisted subsidiary of the Company) was carried out as
per Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Secretarial Audit Report, for
the financial year 2024-25, issued by M/s. Savita Jyoti Associates,
Practicing Company Secretaries, Hyderabad is annexed to this
report as ANNEXURE - 1B.

THE DISCLOSURE OF REMUNERATION DETAILS AND
PARTICULARS OF EMPLOYEES

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

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

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

The Statutory Auditors' Report, and the Secretarial Audit Report to
the members, for the year ended March 31,2025, does not contain
any qualification, reservation, adverse remark or disclaimer which
require explanations or comments by the Board.

During the year, there were no instances of frauds reported by the
auditors under section 143(12) of the Companies Act, 2013 to the
Audit Committee.

SUBSIDIARY/ASSOCIATE COMPANIES

Names of companies which have become or ceased to be its
subsidiaries, joint ventures, or associate companies during the year:
Nil

Report on highlights of the performance, the financial position of
each of the subsidiaries, associates, and joint venture companies,
and their contribution to the overall performance of the company
during the period under report:

• SSPDL Infratech Private Limited, a wholly owned subsidiary
of the Company, recorded total revenue of Rs. 0.19 lakhs and
profit/ (loss) after tax of Rs. (47.42) lakhs for the year ended
31st March, 2025, as compared to total revenue of Rs. NIL and
profit/(loss) after tax of Rs. (2.50) lakhs in the previous year.

• Northwood Properties India Private Limited, an associate of
the Company, recorded total revenue of Rs. 0.19 lakhs and
profit/(loss) after tax of Rs. (0.31) Lakhs for the year ended 31st
March, 2025, as compared to total revenue of Rs. 1.99 lakhs
and profit/(loss) after tax of Rs. (4.37) lakhs in the previous year.

The Company is not having joint ventures, hence, no information
is provided. The financial position of each of the subsidiaries
companies is provided in Form AOC-1 attached to the consolidated
financial statements.

The Statement containing salient features of financial statements
of subsidiaries:

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

CONSOLIDATED FINANCIAL STATEMENTS

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

In pursuance of provisions of section 129(3) of the Companies Act,
2013, the consolidated financial statement are enclosed for laying
before the annual general meeting of the company along with the
laying with the financial statement of the Company.

Upon a request is received, the annual accounts of the subsidiary
company will be made available to shareholders of the company.
The annual accounts of the subsidiary company shall also be kept
for inspection during business hours by any shareholder in the
registered office of the company and the same will be kept on the
company's website i.e.,
www.sspdl.com.

CORPORATE SOCIAL RESPONSIBILITY

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations), a separate report on Management Discussion

and Analysis is enclosed as an ANNEXURE - 3 to the Director's
Report.

CORPORATE GOVERNANCE REPORT

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

SHARES PLEDGED BY THE PROMOTERS/DIRECTORS

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

INSURANCE

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

DEPOSITS

During the year under review, your Company has neither accepted
nor renewed any deposits from the public within the meaning
of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.

The details of money accepted and received from the directors of
the company have been disclosed in the financial statements.

SHARE CAPITAL

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

WHISTLEBLOWER POLICY

In pursuance of provisions of the Companies Act, 2013, and the
SEBI Listing Regulations Company has formulated Whistle Blower
Policy (Vigil Mechanism) with a view to providing a mechanism for

(i) directors and employees of the Company to freely communicate/
report genuine concerns or/and grievances about illegal or
unethical practices, unethical behaviour, actual or suspected fraud
or violation of the Company's code of conduct or ethics policy, and

(ii) the stakeholders of the company to freely communicate their
concerns about illegal or unethical practices, and to approach the
Whistle Officer/Chairman of the Audit Committee of the Company
to, inter-alia, report the same to the management. This Policy is an
extension of the Company's Code of Conduct.

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

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

The Whistle Blower Policy may be accessed on the Company's
website at the link: viz. htt
ps://www.sspdl.com/investors.php

DEMATERIALISATION OF SHARES:

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

In terms of the provisions of Section 125 and other applicable
provisions of the Companies Act, 2013 and the Rules made
thereunder, the amount that remained unclaimed for a period of
seven years is required to be transferred to the Investor Education
and Protection Fund (IEPF) administered by the Central Government.

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

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

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

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

During the year ended 31 March, 2025 there were no incidents
of sexual harassment reported in the Company i.e., Complaints
pending at the beginning of the year: NIL, Complaints received
during the year: NIL, disposed of during the year: NIL, pending at
the end of the year: NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the
Companies Act, 2013, your directors, hereby confirm that:

(a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards
had been followed along with proper explanation relating to
material departures;

(b) the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31,2025
and of the profit and loss of the company for the financial year
ended March 31,2025;

(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;

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

(e) the Directors, had laid down internal financial controls to
be followed by the company and that such internal financial
controls are adequate and were operating effectively.

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

THE CHANGE IN THE NATURE OF BUSINESS

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

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

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

There are no proceedings initiated/pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

There was no one time settlement with any bank or financial
institution.

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

There are no material changes and commitments affecting the
financial position of the Company which has occurred between the
financial year ended March 31,2025 of the Company, and the date
of this Report.

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

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

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

All transactions entered by the Company with Related Parties were
in the Ordinary Course of Business and at Arm's Length pricing
basis.

There were no such transactions entered by the Company, which are in conflict with the interest of the Company. Suitable disclosures as
required by the applicable accounting standards have been made in the Notes to the financial statements.

The Board had approved policies on Related Party Transactions and Material Subsidiary. Both the policies have been uploaded on the
Company's website, under the web link: htt
p://sspdl.com/investors.php.

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

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

(A) Conservation of energy-

(i) the steps taken or impact of energy on conservation

Even though the Company's activity is Real Estate, Property
Development and Civil Construction which are not power intensive,
the Company is making every effort to conserve the usage of power.

(ii) the steps taken by the company for utilising alternate sources of
energy

Not Applicable

(iii) the capital investment on energy conservation equipments

NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption

NIL

(ii) the benefits derived like product improvement, cost reduction,

NIL

product development or import substitution

(iii) in case of imported technology (imported during the last three

No technology has been imported during the past 3 years.

years reckoned from the beginning of the financial year)-

(a) the details of technology imported

NIL

(b) the year of import;

NIL

(c) whether the technology been fully absorbed

NIL

(d) if not fully absorbed, areas where absorption has not taken

NIL

place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

NIL

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign

For the year

ended

Exchange outgo during the year in terms of actual outflows:

31.03.2025

31.03.2024

- Foreign Exchange Earnings

NIL

NIL

- Foreign exchange Outgo

NIL

NIL

RISK MANAGEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

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

MEETINGS OF INDEPENDENT DIRECTORS

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

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

A meeting of the Independent Directors was held on 13th February, 2025, and Sri S.Suryanarayana, and Sri P.Muralikrishna, independent
directors attended the meeting.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors of SSPDL LIMITED

PRAKASH CHALLA S.SURYANARAYANAYA

Place : Hyderabad CHAIRMAN AND MANAGING DIRECTOR DIRECTOR

Date : 12.08.2025 (DIN 02257638) (DIN 01951750)


 
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