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You can view full text of the latest Director's Report for the company.

BSE: 530821ISIN: INE838C01011INDUSTRY: Construction, Contracting & Engineering

BSE   ` 18.74   Open: 18.74   Today's Range 18.74
18.74
+1.79 (+ 9.55 %) Prev Close: 16.95 52 Week Range 14.50
27.50
Year End :2024-03 

Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited
Financial Accounts for the year ended 31st March, 2024.

FINANCIAL RESULTS

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

A) STANDALONE: (Rs. In Thousands)

PARTICULARS

2023-24

2022-23

Total Revenue

2,65,814.66

5,07,204.44

Less: Operating Expenses

2,73,900.37

5,52,787.57

Gross Profit/(Loss) before Depreciation and Interest

(8,085.71)

(45,583.13)

Less: Finance Costs

18,068.60

37,929.76

Depreciation and Amortization Expense

1,960.83

2,796.52

Profit/(Loss) before Tax Before exceptional and extra-ordinary items

(28,115.14)

(86,309.41)

Exceptional and Extra-ordinary Item

0.00

0.00

Profit/(Loss) before Tax after exceptional and extra-ordinary items

(28,115.14)

(86,309.41)

Less: Tax Expense (Net)

0.00

0.00

Profit/(Loss) After Tax

(28,115.14)

(86,309.41)

Balance of Profit brought forward

(3,45,357.57)

(2,59,048.16)

Adjustment as per Ind AS 115

0.00

0.00

Profit available for appropriation

(3,73,472.71)

(3,45,357.57)

APPROPRIATIONS

0.00

0.00

Proposed Dividend

0.00

0.00

Tax on the proposed dividend

0.00

0.00

Transfer to General Reserve

0.00

0.00

Balance carried to Balance Sheet

(3,73,472.71)

(3,45,357.57)

B) CONSOLIDATED: (Rs. In Thousands)

PARTICULARS

2023-24

2022-23

Total Revenue

2,65,805.04

5,12,917.10

Less: Operating Expenses

2,74,150.46

5,54,360.36

Gross Profit/(Loss) before Depreciation and Interest

(8,345.42)

(41,443.26)

Less: Finance Costs

18,068.60

42,068.72

Depreciation and Amortisation Expense

1,960.83

2,796.52

Profit/(Loss) before Tax Before exceptional and extra-ordinary items

(28,374.85)

(86,308.50)

Exceptional and Extra-ordinary Item

0

0.00

Profit/(Loss) before Tax after exceptional and extra-ordinary items

(28,374.85)

(86,308.50)

Less: Tax Expense (Net)

0

0

Profit/(Loss) After Tax

(28,374.85)

(86,308.50)

The total revenue of your Company for the year under review is
Rs. 2658.15 lakhs as compared to Rs. 5072.04 lakhs for the previous
year ended 31 st March, 2023. Profit/(Loss) after tax is Rs. (281.15)
lakhs as against Rs. (863.09) lakhs in the previous year.

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

PROPERTY DEVELOPMENT PROJECTS
CHENNAI

SSPDL Park Centre Project:

Deed of Lease executed with the sole trustee of Sir John Demote.
The project proposal is to long lease the land of 5.72 grounds
(1 3,728 sq. ft.) belonging to the Estate to SSPDL for 33 years. SSPDL
has paid Rs.2 Crore interest free non-refundable deposit to Sir John
Demote and registered the deed. SSPDL plans to build and operate
commercial offices. The total Built-up area is approximately 28644
sq. ft.

We got the approval for reclassification of land use from CMDA.
Plan Sanction and Planning Permission from CMDA and building
permission from GCC obtained. We are going to start the
construction work shortly.

We are happy to announce that we have already signed up a Letter
of Intent with M/s. Work Easy Space Solutions Private Limited for
leasing of 'A' grade Warm Shell for 15 years with initial lock-in
period of 5 years. The monthly Lease Rental is Rs.70/- per sq. ft. for
36 months with 1 5% escalation in rent for every 3 years. M/s. Work
Easy Space Solutions Private Limited is currently managing more
than 1.5M sq. ft. of co-working space and 90% of it is in Chennai.

Alpha City Project

This Project has been completed in 2007. As on 31.03.2024 we
have to receive Rs. 11.21 Crores, however, as on date of this report
Rs. 5.61 Crores is receivables which is secured by built up space of
38,583 sft. On account of Work from Home Policy, there was no
offtake of space. Now the situation has changed and we are hopeful
of realizing this during this financial year.

Godrej SSPDL Azure Project

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

The project is executed through M/s. Godrej SSPDL Green Acres
LLP ("LLP"). M/s. SSPDL Limited, Landowners, and M/s. Godrej
Properties Limited has entered into a partnership to develop 10.45
Lakhs sft in the above said residential project on the profit sharing
model on 27.03.2014.

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

Godrej Properties Ltd (GPL) is in the final stages of negotiation in
coming up of an offer to purchase the non-GPL Partners' unsold
FSI and want to revive the project after settling up of the Non-GPL
Partners (Land Owners, SSPDL and Mumbai Partners)

GPL is keen that SSPDL Ltd execute the entire projects by way of a
construction contract given to SSPDL and funded by GPL. In the

last four months, we have been discussing with the sub-contractors
so that back to back contract is awarded and SSPDL will benefit by
about Rs.200/- per sqft on the unsold area. The contract value will
be approximately 1 80 Crores to be completed in two to three years.
The project is likely to taken up during the 3rd quarter of this year
(October to December quarter).

SSPDL Lakewood Enclave

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

Residential Villa project consists of 32 Villas. Layout sanction
and planning permissions are received. Buildings have been pre
certified GOLD by Indian Green Building Council (IGBS).

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

HYDERABAD

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

Apart from the individual homes, the LIG Apartments has been
completed and delivered. EWS Apartments are in the final finishing
stage. In this project we still have unsold units of value of Rs. 12
crores in the LIG & EWS Category which will be sold during the
financial year.

This project has not progressed on expected lines because the delay
of the recovery from the clients. Also due to uncertainty in the
rate of GST for residential apartments, the sales of LIG & EWS got
impacted. This was further aggravated on account of the Pandemic
and delays in getting Completing Certificate.

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

SSPDL Suri Nilayam

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

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

SSPDL Northwoods

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

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

CONSTRUCTION BUSINESS:

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

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

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

THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES

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

EXTRACT OF ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
APPOINTMENT OR RESIGNATION

Re-Appointments:

During the year under review, in 29th Annual General Meeting
(AGM) held on 29.09.2023 Smt. Sabbella Devaki Reddy (DIN:
02930336) was reappointed as Director.

Pursuant to the provisions of Section 152 of the Companies Act,
2013, Sri E.Bhaskar Rao (DIN: 00003608), Director is liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. The Board of Directors,
based on the recommendation of Nomination and Remuneration
Committee, has recommended the re-appointment of Sri E.Bhaskar
Rao, Director, retiring by rotation.

The brief profile of the director seeking appointment/reappointment
at the ensuing Annual General Meeting is presented in the annexure
to Notice of 30th Annual General Meeting.

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

Sri Prakash Challa was re-appointed as the Chairman and Managing
Director of the Company for a period of five years from 01.1 0.201 9
to 30.09.2024, by passing a special resolution in the 25th Annual
General Meeting held on 30.09.2019. As the term of appointment
is ending on 30.09.2024, with the recommendation of the
Nomination and Remuneration Committee, the Board of Directors,
subject to approval of the members, approved the re-appointment
of Sri Prakash Challa as the Chairman and Managing Director and
remuneration payable to him.

In pursuance of applicable provisions of the Companies Act,
2013 and the Rules made thereunder, on recommendation of the
Nomination and Remuneration Committee, the Board in its meeting
held on 23.05.2023 revised the remuneration of Sri Prakash
Challa, Chairman and Managing Director from Rs.7,00,000/- to
Rs.5,00,000/-. Accordingly, w.e.f. 01.04.2023, the remuneration
payable to of Sri Prakash Challa, Chairman and Managing Director
is: a) Salary: Fixed Salary of Rs.5,00,000/- (Rupees Five Lakhs
Only) per month including dearness and all other allowances, b)
Perquisites: i) Contribution to the Provident Fund, Superannuation
Fund or Annuity Fund to the extent these either singly or put together

are not taxable under the Income Tax Act, 1961, ii) Gratuity payable
at a rate not exceeding half a month's salary for each completed year
of service, and, iii) Encashment of leave at the end of the tenure. c)
Company cars with driver for official use, provision of telephone(s)
at residence, Apart from the remuneration aforesaid, he shall be
entitled to reimbursement of expenses incurred in connection with
the business of the Company.

In pursuance of applicable provisions of the Companies Act,2013,
rules made there under and SEBI (LODR) Rules, 2015, considering
the recommendations of the Nomination and Remuneration
Committee and the evaluation of their performance carried out
by the Board, subject to approval of the members, your directors
approved and recommend to the members (i) the re-appointment
of Sri E.Bhaskar Rao as Director, (ii) re-appointment of Sri Prakash
Challa as Chairman and Managing Director of the Company and
fixing the remuneration at the ensuing Annual General Meeting
as mentioned in Notice of 30th AGM. The disclosures required
pursuant to Secretarial Standard, Companies Act, 2013, Regulation
36 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are given respectively in the
annexures to the Notice of the 30th AGM and in the Corporate
Governance Report.

Changes in Key Managerial Personnel

During the year under review, Mr. Rahul Kumar Bhangadiya
(Membership Number A 44666), Company Secretary and
Compliance officer of the Company resigned with effect from
24.05.2023. Consequent to resignation of Mr. Rahul Kumar
Bhangadiya, based on recommendation of the Nomination and
Remuneration Committee, the Board appointed Mr. A.Shailendra
Babu (Membership No. A 19761) holding the prescribed
qualification under section 2(24) of the Companies Act, 2013, as
the Company Secretary and Compliance Officer of the Company
with effect from 11th August, 2023.

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

a. Sri Prakash Challa - Chairman and

Managing Director

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

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

Compliance officer

NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, Four (4) meetings of the Board of Directors
were held on 23rd May, 2023, 11th August, 2023, 1 3th November,
2023, and 14th February, 2024. The details of the meetings and
attendance of directors are furnished in the Corporate Governance
Report, which is enclosed to this report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS

As on March 31, 2024, Mr. B Lokanath, Mr. P Murali Krishna and
Mr. K Shashi Chandra are Independent Directors on the Board.

The Board hereby confirms that, all the Independent Directors of
your Company have given a declaration that they meet the criteria of
Independence as provided in Section 149(6) of the Companies Act,
201 3, and Regulation 1 6(1 )(b) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
Further, the Independent Directors confirmed that the respective
Independent Director is not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.

In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of directors
took on record of the declarations and confirmations submitted by
the independent directors under Regulation 25(8) after undertaking
due assessment of the veracity of the same.

As per the applicable provisions of the Companies Act, 2013 ("the
Act"), the Independent Directors of the Company have registered
with the Independent Directors Databank maintained by the
Indian Institute of Corporate Affairs. In the opinion of the Board,
the Independent Directors of the Company are persons of integrity
and possess the relevant expertise and experience (including the
proficiency, as per the applicable law) to qualify as Independent
Directors of the Company and are Independent of the Management.

Further, declaration on Compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as
amended by Ministry of Corporate Affairs ("MCA") Notification
dated October 22, 2019, regarding the requirement relating to
enrollment in the Data Bank created by MCA for Independent
Directors, had been received from all Independent Directors.

FAMILIARIZATION PROGRAMMES IMPARTED TO
INDEPENDENT DIRECTORS

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

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

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 201 5, the Board of Directors
has constituted Committees of the Board i.e., Audit Committee,
Nomination and Remuneration Committee, Stakeholders
Relationship Committee, and Corporate Social Responsibility
Committee.

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

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

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

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

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

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

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

AUDITORS

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

AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any
qualification and issued an unmodified opinion. However, the
auditors as 'Emphasis of Matter' mentioned with regard to Note
8(a) of the standalone financial statements pertaining to receivables
balances including trade receivables which are due from related
parties and others i.e., 'As at 31 st March, 2024, the trade receivables
amounted to Rs. 11,21,76.75 thousands which include receivables
from related parties amounting to Rs. 11,21,103.98 thousands, are
outstanding for more than one year'. The response of the Board in
this regard is provided below:

(i) the Management is of the firm view that the trade receivables
will be recovered by the Company, and as on date of this report
the amount receivable is Rs. 5.61 Crores (ii) the delay happened
because of huge supply and less demand for the IT Space in
Chennai, due to which the recovery from Alpha City Chennai IT
Park Projects Pvt. Ltd. got delayed, (iii) Company taking necessary
steps to receive the dues from time to time, and (iv) the balance
receivable is secured.

As required by the SEBI (LODR) Regulations, 2015, the auditors'
certificate on corporate governance is enclosed to the Board's
Report. The Auditors' certificate for the year ended 31.03.2024
does not contain any qualification, reservation, or adverse remark.

COST RECORDS AND COST AUDIT

For the financial year 2023-24: The provisions relating to
maintenance of Cost Records as specified by the Central
Government under Section 148 of the Companies Act, 2013 is not
applicable to the Company for the financial year 2023-24. Also, as
per rule 4 of the Companies (Cost Records and Audit) Rules, 2014,
cost audit is not applicable to your company. Accordingly, the cost
auditor is not appointed for the financial year 2023-24.

INTERNAL AUDITORS

The Board of Directors of the Company appointed M/s. Vemulapalli
& Co., Chartered Accountants, Hyderabad as the Internal Auditors

to conduct the Internal Audit of the Company for the Financial Year
ended March 31, 2025.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Company has appointed
M/s. Savita Jyoti Associates, Practicing Company Secretaries,
Hyderabad to undertake the Secretarial Audit of the Company for
the financial year 2023-24. A Secretarial Audit Report given by the
Secretarial Auditors in Form No. MR-3 is annexed with this Report
as
ANNEXURE - 1A.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN
SUBSIDIARIES

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

THE DISCLOSURE OF REMUNERATION DETAILS AND
PARTICULARS OF EMPLOYEES

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

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

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

The Statutory Auditors' Report, and the Secretarial Audit Report to
the members, for the year ended March 31,2024, does not contain
any qualification, reservation, adverse remark or disclaimer which
require explanations or comments by the Board. However, the reply
of the Board to the 'emphasis of matter' reported in the Statutory
Auditors' Reports is given in the 'Auditors Report' clause above.

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

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

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

• SSPDL Infratech Private Limited, a wholly owned subsidiary
of the Company, recorded total revenue of Rs. NIL and profit/
(loss) after tax of Rs. (2.52) lakhs for the year ended 31st March,
2024 as compared to total revenue of Rs. NIL and profit/(loss)
after tax of Rs. (1.16) lakhs in the previous year.

• Northwood Properties India Private Limited, an associate of
the Company, recorded total revenue of Rs. NIL and profit/
(loss) after tax of Rs. (3.02) Lakhs the year ended 31st March,
2024 as compared to total revenue of Rs. 29.12 lakhs and
profit/(loss) after tax of Rs. 17.44 lakhs in the previous year.

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

The Statement containing salient features of financial statements
of subsidiaries:

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

Upon a request is received, the annual accounts of the subsidiary
companies will be made available to shareholders of the company.
The annual accounts of the subsidiary companies shall also be
kept for inspection during business hours by any shareholder in the
registered office of the company and the same will be kept on the
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
http://sspdl.com/investors.php.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations), a separate report on Management Discussion
and Analysis is enclosed as an
ANNEXURE - 3 to the 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
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 shall submit
a report to the Audit Committee on a regular basis about all the
complaints referred to him/her since the last report together with the
results of investigations, if any.

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

DEMATERIALISATION OF SHARES:

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

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

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

The Shareholders may note that both the unclaimed dividend and
corresponding shares transferred to the IEPF Authority, including
all benefits accruing on such shares, if any, can be claimed back
by them from IEPF Authority after following the procedure (i.e.
an application in E-form No. 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
http://iepf.gov.in/IEPF/refund.html

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards
had been followed along with proper explanation relating to
material departures;

(b) the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31,2024
and of the profit and loss of the company for the financial year
ended March 31, 2024;

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

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

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

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

THE CHANGE IN THE NATURE OF BUSINESS

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND 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, 2024 of the Company, and the date of this Report.

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

The particulars of loans, guarantees, and investments have been disclosed in the 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: http://sspdl.com/investors.php.

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

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

(A) Conservation of energy-

(i)

the steps taken or impact of energy on conservation

Even though the 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, product development or import substitution

NIL

(iii) in case of imported technology (imported during the last
three years reckoned from the beginning of the financial
year)-

No technology has been imported during the past 3 years.

(a) the details of technology imported

NIL

(b) the year of import;

NIL

(c) whether the technology been fully absorbed

NIL

(d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof; and

NIL

(iv) the expenditure incurred on Research and Development.

NIL

Foreign exchange earnings and Outgo-

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

For the year ended

31.03.2024

31.03.2023

- Foreign Exchange Earnings

NIL

NIL

- Foreign exchange Outgo

NIL

NIL

RISK MANAGEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

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

MEETINGS OF INDEPENDENT DIRECTORS

The 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 November, 2023 and all independent directors attended the meeting.
ACKNOWLEDGEMENTS

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

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

PRAKASH CHALLA K.SHASHI CHANDRA

Place : Hyderabad CHAIRMAN AND MANAGING DIRECTOR DIRECTOR

Date : 14.08.2024 (DIN 02257638) (DIN 07258691)