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 TechnologyDepartment 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 |