Sahasra Electronic Solutions Ltd

  • BSE Code : 93258
  • NSE Symbol : SAHASRA
  • ISIN : INE0RBQ01018
  • Industry :ELECTRONICS - COMPONENTS

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Directors Reports

DEAR MEMBERS,

The Board of Directors is pleased to present the Third Annual Report along with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

1.1 Highlights of the Financial Results are as follows:

(Rs in Lakhs)

Particulars

2024-25 (For the period ended 31/03/2025) 2023-24 (For the period ended 31/03/2024)
Revenue from Operations 8682.67 10,115.28
Other Income 407.46 163.50

Total Income

9090.13 10,278.78
Operating expenses 7056.48 6196.66
Other expenses 654.41 391.16

Operating Profit

1379.24 3690.96
Depreciation 123.98 220.59
Finance cost 132.32 67.36

Profit Before Tax

1122.93 3403.01
Tax Expenses 293.24 78.80

Profit for the year

829.68 3324.22
Earnings per Equity Share of Rs 10/- each: Basic & Diluted 3.78 17.57

1.2 Overview of performance

The financial year 2024-25 presented challenges, impacting overall performance. Revenue from operations declined from Rs 10,278.78 Lakhs to Rs 9,090.13 Lakhs, Profit Before Tax stood at Rs 1,122.93 Lakhs, compared to Rs 3,403.01 Lakhs in the previous year, while Net Profit decreased to Rs 829.68 Lakhs, down from Rs 3,324.15 Lakhs in the prior period.

Earnings Per Share (EPS) declined to Rs 3.78, compared to Rs 17.57 in the previous year.

Despite these temporary setbacks, the Company remains focused on strengthening operational efficiencies, optimizing costs, and pursuing strategic growth initiatives. With a solid foundation, prudent financial management, and emerging opportunities, we are committed to navigating challenges and driving sustainable value for investors in the long run.

• 1.3 Transfer to reserves

• The Board of Directors has approved the transfer of Rs 832.21 Lakhs to the General Reserves for the financial

year under review, reinforcing the Company's commitment to financial stability and long-term growth.

1.4 Dividend

To prioritize financial stability and reinvestment opportunities, the Board of Directors has chosen not to recommend a dividend for the financial year ended March 31, 2025.

2. STATE OF THE COMPANY'S AFFAIRS

i. The Company is engaged in the business of Manufacturing PCB assemblies, Electrical or Electronic box, USBs (Mini/Micro, Storage Devices), Energy Meters with or without enclosures, LED Lights (Panel Light, Street Light, Down Light, Flash Light, Tail Light), LED Electronic Lighting assemblies, Components / Parts with or without Metal / Plastic fixtures, LED Drivers, Design Services of IC Chip/Packages (Component/ Substrates/ PCBs) and manufacture of Semiconductors (including packaging) & related electronic parts,

Wire Harness, Plastic Injection Moulding, Box Builds, IT Hardware i.e., Motherboard, Server, Desktop, Laptop, Tablets. SSDs, USBs, RAMs, Desktops, Mother Boards, Laptops, Tablets, Data Servers etc.

ii. During the financial year 2024-25, the Board of Directors, in their meeting held on April 9, 2024, and the shareholders, in their meeting on May 13, 2024, approved an amendment to Clause 3(a) of the Memorandum of Association, modifying the sequence of the Company's existing objects.

iii. During the financial year 2024-25, the Board of Directors, in their meeting held on April 9, 2024, and the shareholders, in their meeting on May 13, 2024, approved the amendment of the Articles of Association, adopted Table-F, and approved modifications to clauses 9, 13, 19, 21, 23, 36, 50, 60, 83, and 92

iv. The Company has strategically acquired a 72.70% stake in Sahasra Semiconductors Private Limited, reinforcing its commitment to innovation and growth in the semiconductor sector.

v. During the financial year 2024-25, the Company appointed M/s Hem Securities Limited as Merchant Banker, M/s Bigshare Services Private Limited as Registrar to the Issue, and Mindspright Legal as

Legal Advisors for the Company's Initial Public Offering (IPO), ensuring expert guidance and • regulatory compliance. *

vi. INITIAL PUBLIC OFFER

The Company successfully completed its Initial Public Offer (IPO) of 65,78,000 equity shares of face value of Rs 10/- each for cash at a price of Rs 283/- per equity share (including share premium of Rs 273/

- per equity share) aggregating to Rs 18,615.74 Lakhs ("public offer") comprising of a fresh issue of upto 60,78,000 equity shares aggregating to Rs 17,200.74 lakhs, on 4th October, 2024.

The offer was open to the public from 26th September, 2024 and closed on 30th September, 2024 and received overwhelming response. The Anchor Investors Bid/Offer period was one Working Day prior to the Bid/Offer Opening Date i.e. on 25th September, 2024.

The allotment for Sahasra Electronic Solutions Limited IPO was finalized on 1st October, 2024.

The equity shares of the Company were listed on National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from 4th October, 2024. Bigshare Services Private Limited is the Registrar and Share Transfer Agent of the Company.

vii. segment-wise position of business and its operations;

Sr. No. Geographical Segments

2024-25 202324
1 Domestic Market (Within India) 3938.72 1672.21
2 Overseas Market (Outside India) 4743.95 8443.06

Total

8682.67 10115.27

viii. On January 30, 2025, the Company successfully commissioned its state-of-the-art EMS facility in Bhiwadi, Rajasthan. Spanning approximately 15,000 sqm of production space, this advanced facility is equipped with cutting-edge technology and scalable capacities to meet the growing demands of India's dynamic EMS sector, reinforcing the Company's commitment to innovation and industry leadership.

ix. In January 2025, our Company, Sahasra Electronic Solutions Limited, received official recognition for its in-house R&D Unit from the Ministry of Science and Technology—Department of Scientific and Industrial Research, reinforcing our commitment to innovation and technological advancement.

x. During the financial year 2024-25, Sahasra Electronic Solutions Limited and InnoCare Optoelectronics Corp., Taiwan, entered into a strategic partnership by signing a Memorandum of Understanding (MoU) for the manufacturing and servicing of Flat Panel Detectors (FPDs) used in X- ray equipment. This collaboration strengthens technological capabilities and enhances industry innovation.

This MoU is a move towards growing Indo- Taiwanese alliances and combines the expertise and strengths of both companies to drive technological advancements and cater to both global and Indian markets. It further lays emphasis on the commitment of both the organisations, rightly supported by the governments, to aid in shaping the future of electronics through shared innovation, excellence, and a vision for sustainable industry growth. Programs like Make in India & other incentives underscore the importance of the governmental support for the private players to grow and flourish.

xi. During the financial year, the Company invested 16.08 crore in capital expenditure for its Bhiwadi unit, significantly enhancing production capabilities. The newly acquired machines incorporate advanced technology, ensuring lower power consumption and improved energy efficiency, reinforcing the Company's commitment to sustainable and efficient operations.

xii. During the year under review the Company with its group company Sahasra Electronics Private Limited had signed Settlement Agreement of Mediation of the disputes before the Ld. Delhi High Court Legal Services Authority with M/s APVM Electronics Private Limited to mutually settle the matter and the Learned Mediator had passed an Award on 20th February, 2025 in terms of the said mediation proceedings, following which, the parties have executed the Settlement Agreement on 20th February, 2025.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business operations of the Company or its subsidiary, ensuring continuity and stability in our core activities.

4. GENERAL INFORMATION

Overview of the industry and important changes in the industry during the last year;

India's Electronics System Design & Manufacturing (ESDM) sector stands among the fastest-growing industries, showcasing remarkable expansion. Recognized globally for its vast consumption potential, the sector has sustained consistent growth, reinforcing its strategic importance in the country's economic landscape, the sector is projected to reach USD 300 billion by FY 2027.

India's electronics sector has set an ambitious target, aiming for a manufacturing output of (USD 500 billion) by 2030, necessitating a fivefold increase in production. This expansion is projected to generate 12 million jobs by 2027, further strengthening the industry's contribution to employment.

In terms of exports, India recorded USD 29.11 billion in FY24, reflecting an impressive growth from USD 23.57 billion in FY23. As one of the largest consumer electronics markets in the Asia-Pacific region, India boasts a rich talent pool for electronic chip design and embedded software development. The country remains committed to achieving USD 300 billion in electronics manufacturing, including USD 120 billion in exports, by 2025-26.

In furtherance of industry growth, the Government of India has taken initiatives such as 'Digital India' and 'Make in India', alongside progressive policies like favourable FDI regulations, which have significantly streamlined the establishment of manufacturing units.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. As of March 31, 2025, the Company's Board of Directors & Key Managerial Personnel comprised as follows:

S.

No.

Name

DIN/

Membership No.

Designation

1. Mr. Amrit Lal Manwani 00920206 Chairman & Managing Director
2. Mr. Varun Manwani 00921735 Non-Executive Director
3. Mrs. Arunima Manwani 06996141 Executive Director
4. Mrs. Abhilasha Gaur 07607862 Non-executive, IndependentDirector
5. Mr. Pradeep Kumar 00505518 Non-executive, IndependentDirector
6. Mr. Udayan Mukerji 03636654 Non-executive, IndependentDirector
7. Ms. Neha Tahir A46571 Company Secretary & Compliance Officer
8. Mr. Maneesh Tiwari N.A. Chief Financial Officer

b. All the directors of the Company have confirmed that they satisfy the criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

c. At the Board of Directors meeting held on April 9, 2024, the designation of Mr. Amrit Lal Manwani (DIN: 00920206) was changed from Managing Director to Chairman & Managing Director.

d. At the Board of Directors meeting held on April 9, 2024, the designation of Ms. Neha Tahir (Membership No. A46571) was changed from Company Secretary to Company Secretary & Compliance Officer.

e. Mr. Udayan Mukerji (DIN: 03636654) was appointed as an Independent Director at the Board of Directors meeting held on May 10, 2024, and subsequently approved at the shareholders' meeting on May 13, 2024.

f. Mr. Varun Manwani (DIN:00921735), Director is retiring by rotation at the ensuing 3rd Annual General Meeting of the Company, being eligible seeks re-appointment and had given his consent to act as Director of the Company.

6. DECLARATION BY INDEPENDENT DIRECTORS AND

STATEMENT ON COMPLIANCE OF CODE OF

CONDUCT

a. The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act and that he/she meets the criteria of independence as laid out in Section 149(6) of the Act.

b. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian • Institute of Corporate Affairs. *

7. SHARE CAPITAL

During the period under report, the Company successfully completed its Initial Public Offer (IPO) of 65,78,000 equity shares of face value of Rs 10/- each for cash at a price of Rs 283/- per equity share (including share premium of Rs 273/- per equity share) aggregating to Rs 18,615.74 Lakhs ("the offer") comprising of a fresh issue of upto 60,78,000 equity shares aggregating to Rs 17,200.74 lakhs and an offer for sale of upto 5,00,000 equity shares by the selling shareholder ("Offer For Sale") aggregating to Rs 1,415.00 lakhs on 4th October, 2024 in accordance with Companies Act, 2013 as follows:

change in the authorised, issued, subscribed and paid-up share capital;

The details of share capital of the Company for the period ended on 31st March, 2024 mentioned below:

Particulars

Amount
Authorised Capital Rs 25,00,00,000
Issued Capital Rs 18,91,47,630
Subscribed Capital Rs 18,91,47,630

The details of share capital of the Company for the period ended on 31st March, 2025 mentioned below:

Particular

Amount

Authorised

25,00,00,000

Issued

24,99,27,630

Subscribed and paid-up

24,99,27,630

8. WEB LINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, annual return in Form MGT-7 is placed on the website of the Company at www.seslimited.in

9. BOARD MEETINGS

The Board of Directors of the Company met Eighteen (18) times during the Financial Year 2024-25. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

S. No.

Date of the Board Meeting
1. 09/04/2024
2. 10/05/2024
3. 23/05/2024
4. 11/06/2024
5. 22/06/2024
6. 25/06/2024
7. 23/08/2024
8. 13/09/2024
9. 19/09/2024
10. 25/09/2024
11. 30/09/2024
12. 01/10/2024
13. 04/10/2024
14. 10/10/2024
15. 19/10/2024
16. 21/11/2024
17. 17/01/2025
18. 14/02/2025

The details of the Board Meetings and attendance of Directors are provided hereunder:

Sr.

No.

Name of Directors DIN

Position

Number of Meetings Held During The Financial Year Number of Meetings Attended During The Financial Year

1.

Mr. Amrit Lal Manwani 00920206 Chairman & Managing Director 18 18

2.

Mr. Varun Manwani 00921735 Director 18 17

3.

Mrs. Arunima Manwani 06996141 Director 18 18

4.

Mrs. Abhilasha Gaur 07607862 Independent Director 18 15

5.

Mr. Pradeep Kumar 00505518 Independent Director 18 18

6.

Mr. Udayan Mukerji 03636654 Independent Director 18 14

COMMITTEES AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013.

During the year under report the Company re-constituted its Audit Committee on 23rd May, 2024 as per SEBI LODR Regulations comprising the following members:

Name

Position in the Committee

Designation

Pradeep Kumar Chairperson Independent Director
Abhilasha Gaur Member Independent Director
Amrit Lal Manwani Member Managing Director
Udayan Mukerji Member Independent Director

 

S. No.

Date of the Audit Committee Meeting
1. 09/04/2024
2. 10/05/2024
3. 23/05/2024
4. 11/06/2024
5. 22/06/2024
6. 25/06/2024
7. 18/09/2024
8. 04/10/2024
9. 10/10/2024
10. 19/10/2024
11. 21/11/2024
12. 17/01/2025
13. 14/02/2025

 

Sr.

No.

Name of Directors

DIN

Position

Number of Meetings Held During The Financial Year Number of Meetings Attended During The Financial Year

1.

Mr. Pradeep Kumar 00505518 Chairperson 13 13

2.

Mrs. Abhilasha Gaur 07607862 Member 13 10

3.

Mr. Amrit Lal Manwani 00920206 Member 13 13

4.

Mr. Udayan Mukerji 03636654 Member 13 9

NOMINATION AND REMUNERATION COMMITTEE

During the year under report on 23rd May, 2024 the Company re-constituted its Nomination and Remuneration Committee as per SEBI LODR Regulations comprising the following members:

Name

Position in the Committee

Designation

Udayan Mukerji Chairman Independent Director
Abhilasha Gaur Member Independent Director
Pradeep Kumar Member Independent Director
Varun Manwani Member Non-Executive Director

The Policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and other employees has been formulated by the Nomination and Remuneration Committee ("the Committee") which shall act as a guideline for determining, inter alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

During the year ended 31st March, 2023, 4 (Four) meetings of the Nomination & Remuneration Committee was held, the dates and attendance are as follows:

S. No.

Date of the NRC Committee Meeting

1. 09/04/2024
2. 10/05/2024
3. 23/05/2024
4. 17/01/2025

 

Sr.

No.

Name of Directors

DIN

Position

Number of Meetings Held During The Financial Year Number of Meetings Attended During The Financial Year

1.

Mr. Udayan Mukerji 03636654 Chairman 4 1

2.

Mrs. Abhilasha Gaur 07607862 Member 4 4

3.

Mr. Pradeep Kumar 00505518 Member 4 4

4.

Mr. Varun Manwani 00921735 Director 4 4

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is applicable on the Company for the FY 2024-25, therefore the Board of Directors of the Company at their meeting held on 23rd May, 2024 constituted Corporate Social Responsibility Committee comprising the following members:

Name

Position in the Committee

Designation

Pradeep Kumar Chairman Independent Director
Arunima Manwani Member Executive Director
Abhilasha Gaur Member Independent Director
Udayan Mukerji Member Independent Director

During the year ended 31st March, 2023, 1 (One) meeting of the CSR Committee was held, the dates and attendance are as follows:

S. No.

Date of the CSR Committee Meeting
1. 17/01/2025

 

Sr.

No.

Name of Directors

DIN

Position

Number of Meetings Held During The Financial Year

Number of Meetings Attended During The Financial Year

1.

Mr. Pradeep Kumar 00505518 Chairman 1 1

2.

Mrs. Arunima Manwani 06996141 Member 1 1

3.

Mrs. Abhilasha Gaur 07607862 Member 1 1

4.

Mr. Udayan Mukerji 03636654 Member 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the Company at their meeting held on 23rd May, 2024 constituted Stakeholders Relationship Committee in accordance with the provisions of Companies Act, 2013 comprising the following members:

Name

Position in the Committee

Designation

Varun Manwani Chairman Non-Executive Director
Udayan Mukerji Member Independent Director
Amrit Lal Manwani Member Chairman & Managing Director

During the year ended 31st March, 2023, 1 (One) meeting of the SRC Committee was held, the dates and attendance are as follows:

S. No.

Date of the SRC Committee Meeting
1. 17/01/2025

 

Sr.

No.

Name of Directors DIN Position Number of Meetings Held During The Financial Year Number of Meetings Attended During The Financial Year

1.

Mr. Varun Manwani 00921735 Chairman 1 1

2.

Mr. Udayan Mukerji 03636654 Member 1 1

3.

Mr. Amrit Lal Manwani 00920206 Member 1 1

10. MATERIAL CHANGES AND COMMITMENTS

• The Board of Directors of the Company approved the investment by acquiring 1980000 Equity Shares amounting to Rs 1,98,00,000/- (Rupees One Crore Ninety Eight Lacs Only), shareholding rights of Sahasra Semiconductors Private Limited from Mr. Amrit Lal Manwani in pursuance of Section 179 (3) (e) and Section 186 of the Companies Act, 2013 at their meeting held on 9th April, 2024.

• The Board at their meeting held on 23rd May, 2024 approved a Loan to be given to Sahasra Semiconductors Private Limited, an entity covered under the category of 'a person in whom any of the director of the company is interested' as specified in the explanation to Section 185 (2) (b) of an aggregate outstanding amount not exceeding Rs 1,85,00,000/- (Rupees One Crore Eighty Five Lakhs only).

• During the year under review the Company invest the funds of the Company to acquire 3700000 Equity Shares and the shareholding rights of Sahasra Semiconductors Private Limited pursuant to the provisions of Section 179 (3) (e), Section 186 and other applicable provisions of the Companies Act, 2013 read with rules and regulations made thereunder, of an aggregate amount Rs 3,70,00,000/ - (Rupees Three Crores Seventy Lacs Only)

• The Board allocated the proceeds of the Initial Public Offering (IPO) under General Corporate Purposes of Rs 2,938.58 Lakhs to:

i. To make investment to Sahasra Semiconductors Private Limited subsidiary of the Company upto the amount of Rs 18 Cr. for business purpose.

ii. To make investment to Infopower Technologies Private Limited one of the group company upto the amount of Rs 6 Cr. for business purpose.

iii. Balance proceeds to be utilised towards the general corporate purposes to drive the business growth.

• Sahasra Semiconductors Private Limited, subsidiary of the Company has started the LED chip production in mid-January, 2025

• During the year under review the approval of Board of Directors accorded to give loan to Sahasra Semiconductors Private Limited, of an aggregate outstanding amount not exceeding Rs 20,00,00,000/ - (Rupees Twenty Crores only).

11. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 ("Code") for prohibition of insider trading in the securities of the Sahasra Electronic Solutions Limited to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information ("UPSI") by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India ("SEBI") with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

12. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is formulated in terms of Section 178 of the Companies Act, 2013 ("the Act") read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), as amended from time to time.

Salient Features of the policy:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for recommendation of appointment of a director (executive/ nonexecutive/ independent) to the Board; and

b. To specify the manner for effective evaluation of performance of Board, its Committees, Individual Directors, to be carried out either by the Board, the Committee, or by an Independent external agency and review its implementation and compliance.

c. To recommend policy relating to the remuneration of the Directors, KMP and other employees to the Board of Directors of the Company ("Board").

During the period under review there is no change in the policy.

The said policy is available on the website of the company at available at https://www.seslimited.in/ company-policies.html

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS & ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS

The separate meeting of Independent Directors was held on 24th March, 2025 to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

S. No. Date of the Meeting

Directors Attended

Designation

1. 24th March, 2025 Mrs. Abhilasha Gaur Independent Director
Mr. Pradeep Kumar Independent Director
Mr. Udayan Mukerji Independent Director

The Board of Directors have evaluated the performance of all directors and evaluated that all the directors in the Board and committees have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations.

The Board found that the performance of all the Directors was quite satisfactory.

14. REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure-1 and forms an integral part of this report.

15. DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013.

The Financial Accounts are audited by the Statutory Auditors, M/s PKMB & Co. (ICAI Firm Registration No. 005311N).

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that: The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) 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 March 31, 2025 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) The Company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and 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.

16. INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial control policy and adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company's business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Sahasra Electronic Solutions Limited has established a robust internal control system aligned with the size and nature of its business operations. The system is designed to foster a strong culture of accountability and compliance, ensuring that all personnel understand its significance and actively participate in its implementation.

The management is committed to upholding high ethical and integrity standards among staff, reinforcing a disciplined approach to governance and operational efficiency. The Company has laid down comprehensive policies and procedures to facilitate the orderly and efficient conduct of its business, including:

• Adherence to corporate policies and regulatory frameworks

• Safeguarding of assets to prevent unauthorised use or misappropriation

• Prevention and detection of frauds and errors through proactive monitoring

• Accuracy and completeness of accounting records to maintain financial transparency

• Timely preparation of reliable financial information for strategic decision-making

The adopted system provides reasonable assurance in achieving key objectives related to operations, financial reporting, and regulatory compliance, ensuring sustainable growth and operational excellence.

17. DETAILS IN RESPECT OF FRAUD

The Auditor's Report does not contain any information in relation to fraud.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2025, Company has Sahasra Semiconductors Private Limited as subsidiary of the Company, therefore pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 Form AOC-1 is attached as Annexure-2.

19. DETAILS OF DEPOSITS

Duing the year under review, the Company has not invited or accepted any deposits from the public/ shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2025.

20. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 185 and Section 186 of the Companies Act, 2013 are given in the Note No. 40 to the Financial Statements.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related party transactions, if any, that were entered into during the period ended March 31, 2025, were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made 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.

The disclosure of transactions with related parties for the financial year, as per Indian Accounting Standard 24 Related Party Disclosures is given in Note no. 54 to the Balance Sheet as on March 31, 2025 and Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 attached as Annexure-3.

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is applicable on the Company for the FY 2024-25, therefore the Board of Directors of the Company at their meeting held on 23rd May, 2024 has approved the CSR policy and constituted Corporate Social

Responsibility Committee comprising the following members:

Name

Position in the Committee

Designation

Pradeep Kumar Chairman Independent Director
Arunima Manwani Member Executive Director
Abhilasha Gaur Member Independent Director
Udayan Mukerji Member Independent Director

At SAHASRA ELECTRONIC SOLUTIONS LIMITED ("the Company"), we are constantly aware of our role in society, as that of a mentor and a builder of the lives of the children of our society, and therefore, its future. We endeavour to evolve our relationship with all our stakeholders for the common good, and validate our commitment in this regard by adopting appropriate business processes and strategies.

The provisions related to CSR Policy is incorporated under Section 135 of Companies Act, 2013 ("the Act") read with Schedule VII to the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("the Rules") and further amendments thereto.

It outlines the Company's philosophy and responsibility as a good and responsible corporate of India and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community in and around its area of operations and other parts of the country.

This policy shall apply to all CSR initiatives & activities taken up by the Company at the various locations in India, for the benefit of different segments of the society at large, specifically the deprived and underprivileged.

The annual report on CSR activities is enclosed as Annexure-4 to the Board's report, which forms part of this Integrated Annual Report.

Weblink of CSR Policy: https://www.seslimited.in/ company-policies.html

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy by using energy- efficient machines, computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy:

- The Company is planning to install solar panels at our Bhiwadi unit.

- The Company is procuring advanced technology machines designed for higher efficiency and lower power consumption, optimizing operational performance while reducing environmental impact.

• Capital investment on energy conservation equipment's: NIL

a. Foreign Exchange earnings and Outgo

(Rs in Lakhs)

Earnings

Amount
FOB Value of Sale of Products 4679.38

Outgo

Value of imports calculated on CIF basis (Raw materials) 6235.86
(Capital Goods) 1646.70
Foreign Travel 1.26
Commission 52.71
Bank Charges 3.40
Repair Maint P&M 3.80

24. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

25. ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 (2) of the Companies (Meeting of Board and it powers) Rules, 2014, the Company established Vigil Mechanism for directors and employees through audit committee to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

Weblink: https://www.seslimited.in/company- policies.html

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

27. AUDITORS

STATUTORY AUDITORS & AUDITORS REPORT

M/s Kapoor Tandon & Co., Firm Registration Number: 000952C had resigned from the position of statutory auditors of the company vide letter dated 14th October, 2024 and M/s PKMB & Co. (ICAI Firm Registration No. 005311N), were appointed as Statutory Auditors of the Company at the Board Meeting held on 19th October, 2024 and at Extra-Ordinary General Meeting held on 18th November, 2024 to fill up casual vacancy caused due to resignation of M/s Kapoor Tandon & Co., Chartered Accountants, Firm Registration number- 000952, till the conclusion of 3rd annual general meeting of the Company on a remuneration as decided and mutually agreed between the Board of Directors and the Statutory Auditors.

The Board of Directors of the Company on the recommendation of the Audit Committee, proposed to appoint M/s PKMB & Co. (ICAI Firm Registration No. 005311N), as the Statutory Auditors of the Company for a period of five years from the conclusion of ensuing AGM till the conclusion of the 8th AGM.

M/s PKMB & Co. (ICAI Firm Registration No. 005311N) have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

Hence, the Notice convening the ensuing 3rd AGM contains a resolution of appointment of Statutory Auditors.

Explanation or comments by the Board on qualification, reservations or adverse remarks or disclaimer

The Audit Report on the Financial Statements of the Company for the financial year ended 31st March, 2025 read with relevant notes thereon are self-explanatory and there are no adverse remarks in the Audit Report issued by the Statutory Auditors of the Company.

SECRETARIAL AUDITORS & AUDITORS' REPORT

M/s Saurabh Agrawal & Co. have been appointed as the secretarial auditors for the FY 2024-25.

Further, the Board of Directors at their meeting held on 20th May, 2025 appointed M/s Saurabh Agrawal & Co., a Practicing Company secretary, New Delhi bearing C.P. No. 4868 as Secretarial Auditors of the Company for a period of 5 years commencing from the financial year 2025-26 to 2029-30 in pursuance to the provisions of the Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations subject to the approval of shareholders in upcoming 3rd annual general meeting.

The Secretarial Auditors' Report for F.Y. 2024-25 does not contain any qualification, reservation, or adverse remark.

The Secretarial Auditors' Report is enclosed as Annexure-5 to the Board's report, which forms part of this Integrated Annual Report.

28. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors as issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

29. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration under Section 149 (7) of the Act, that they meet the criteria laid down in Section 149 (6) of the Act.

30. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The

Company's Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

31. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016

No application has been made or any proceeding is pending under the IBC, 2016.

32. DIFFERENCE IN VALUATION

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

33. (a) a statement, wherever applicable, that the

consolidated financial statement is also being presented in addition to the standalone financial statement of the company.-yes

(a) key initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety. nil

(b) reasons for delay, if any, in holding the annual general meeting; N.A.

34. COST AUDIT/ COST RECORD

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

However, in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost

Records and Audit) Rules, 2014, the Company has maintained cost records.

35. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

Statement of deviation or variation

There is no major deviation in objects for which funds raised from IPO. However, the deviation is in the capex allocated to the subsidiary company to the extent of Rs 2.85 crore.

The Company has transferred allocated amount of Rs 22.92 crores to subsidiary, however, subsidiary company has utilised Rs 2.85 crore in normal business expenses because all the normal business transactions and capex transactions are routed through single bank account by the subsidiary.

The Company will ensure that shortfall/ over utilisation will be utilised/restored in coming next quarters.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure-6 and is incorporated herein by reference and forms an integral part of this report.

37. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH"]

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

Internal Complaints Committee (ICC) of the Company was constituted to handle and redress complaints on sexual harassment, comprising the following members:

S. No.

Name

Position

1. Mrs. Arunima Manwani Member-Presiding Officer
2. Mrs. Neha Tahir Member-Employee
3. Mrs. Shobha Kotnala Member-Employee
4. Mrs. Lakshmi Bidhuri External Member, person familiar with the issues relating to sexual harassment

During the financial year ended March 31, 2025, there were nil complaints recorded pertaining to sexual harassment.

38. ACKNOWLEDGEMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

For and on behalf of the Board of Directors Sahasra Electronic Solutions Limited
Dated: 20/05/2025 Place: Noida

Amrit Lal Manwani

Chairman & Managing Director DIN:00920206 Address: 33, Pocket 1, Jasola South Delhi, Delhi-110025

Varun Manwani

Director DIN: 00921735 Address: 33, Pocket 1, Jasola South Delhi, Delhi-110025

   

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