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EQUITY - MARKET SCREENER

Sahasra Electronic Solutions Ltd
Industry :  Electronics - Components
BSE Code
ISIN Demat
Book Value()
93258
INE0RBQ01018
98.6261755
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
SAHASRA
42.25
831.01
EPS(TTM)
Face Value()
Div & Yield %
7.87
10
0
 

As on: Aug 12, 2026 07:18 PM

DEAR MEMBERS,

The Board of Directors take pleasure in presenting the 04th (fourth) Annual Report of “SAHASRA ELECTRONIC SOLUTIONS LIMITED” (“The Company”) together with the audited financial statements for the financial year ended March 31st, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

1.1 Highlights of financial results are as follows (Rs. in Lakhs)

Particulars 2025-26 (for the period ending 31st March 2026) 2024-25 (for the period ending 31st March 2025)
Revenue from operations 12,361.36 8,682.67
Other Income 774.60 407.46
Total Income 13,135.96 9,090.13
Operating Expenses 9,485.33 7,056.49
Other expenses 997.36 654.41
Operating profit 2,653.27 1,379.24
Depreciation 204.80 123.98
Finance cost 96.96 132.32
Profit before tax 2,351.51 1,122.93
Tax expenses 384.23 293.25

Profit for the Year

1,967.28 829.68
Earnings per equity share of Rs.10/- each (Basic & Diluted) 7.87 3.78

1.2 Overview of performance

The Financial Year 2025-26 has been a highly encouraging and successful year for the Company, marked by significant growth in both revenue and profitability.

Revenue from Operations increased substantially from Rs.9,090.13 Lakhs in the previous financial year to Rs.13,135.96 Lakhs during FY 2025-26, reflecting robust business performance and sustained operational growth.

The Company's Profit Before Tax (PBT) stood at Rs.2,351.51 Lakhs as against Rs.1,122.93 Lakhs in the previous year, registering a significant increase. Further, Net Profit increased from Rs.829.68 Lakhs to Rs.1,967.28 Lakhs during the year under review.

Reflecting the improved financial performance, the Earnings Per Share (EPS) also witnessed a increase from Rs.3.78 in the previous year to Rs.7.87for FY 2025-26.

The Board is pleased with the Company's performance during the year and remains committed to pursuing sustainable growth and creating long-term value for all stakeholders.

1.3 Transfer to reserves

The Board of Directors has approved the transfer of 1966.90 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

The Company has recorded satisfactory financial performance during the financial year ended March 31, 2026.Considering the profitability of the Company, its cash position, the management has proposed the recommendation of a final dividend of Rs. 1 per equity share of Rs. 10 each for the financial year ended March 31, 2026.

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) The board of Directors in their meeting held on May, 20, 2025 and at 03rd Annual General Meeting held on 23rd June?2025 appointed PKMB & Co., a firm of Chartered Accounants as Statutory Auditor of the Company for a period of 5 years till the conclusion of the 8th Annual General Meeting.

(iii) The board of Directors in their meeting held on May, 20, 2025 and subsequently at Annual General Meeting of the Company appointed M/s Saurabh Agrawal & Co., a Practicing Company secretary, New Delhi bearing C.P. No. 4868, as the secretarial auditors of the Company for a period of 5 years commencing from the financial year 2025-26 to 2029-30.

(iv) The Company applied for Rajasthan Investment Promotion Scheme (RIPS)-2024 to avail exemptions and subsidies from Government of Rajasthan for its manufacturing unit situated at Plot B-3, Industrial Area Salarpur, ELCINA electronics manufacturing cluster, Bhiwadi, Rajasthan-301019 during the year.

(v) The Company submitted offer for assignment of Not Readily Realizable Assets (NRRA) of Moser Baer India Limited for which online bidding was conducted on 21st March 2024. Further, during the year the Company received Letter of Intent (LOI) wherein it was declared that Company is successful bidder for the assignment. Cyfuture India Private Limited unsuccessfully participated in the auction and subsequently challenged the auction process while the NCLT dismissed the challenge to the auction process and confirmed SESL as the successful bidder, related proceedings before the NCLT and appeals filed by Cyfuture India Private Limited before the NCLAT are currently pending adjudication.

(vi) In its Board meeting dated 13th March?2026, the board of directors approved the draft Scheme of Arrangement for Amalgamation between Sahasra Electronics Private Limited ( Transferor Company 1) , Infopower Technologies Private Limited ( Transferor Company 2) , Sahasra Sambhav Skill Development Private Limited ( Transferor Company 3 ) and Sahasra Electronic Solutions Limited ( Transferee Company) along with the valuation report issued by the Registered valuer , the fairness report issued by the Category-1 Merchant banker.

(vii) The draft Scheme after approval of the board has been filed with the National Stock Exchange (“NSE”) on 24th March?2026 for their approval.

(viii) The state of affairs of the company shall, inter alia, include the following information segment-wise position of business and its operations;

Sr. No. Geographical Segments 2025-26 2024-25
1 Domestic Market (Within India) 5,482.83 3,938.72
2 Overseas Market (Outside India) 6,878.53 4,743.95

Total

12,361.36 8,682.67

3. CHANGE IN 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

4.1 OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR;

The Indian Electronics System Design and Manufacturing (ESDM) industry maintained strong growth momentum in FY26, driven by robust domestic demand, rising exports and continued government support. The electronics sector showed a strong scoreboard of growth showing sixfold growth in 2024-25 reaching to $125 billion from around $21.4 billion in 2014-15. The Electronics exports have grown from 3 per cent to 10 per cent out of the total exports. While mobile manufacturing remained the sector?s primary growth driver, policy focus expanded towards electronic components, semiconductor packaging, industrial electronics, automotive electronics and telecom equipment, reflecting India?s shift towards higher value addition and stronger integration into global supply chains.

A major policy milestone during the year was the launch of the Electronics Components Manufacturing Scheme (ECMS) with an outlay of Rs.22,919 crore to strengthen domestic component manufacturing. The scheme complements existing initiatives such as the Production Linked Incentive (PLI) schemes, SPECS and EMC 2.0, reinforcing the Government?s efforts to enhance localisation, reduce import dependence and build a resilient electronics manufacturing ecosystem.

FY26 also witnessed continued progress under the Semicon India Programme, with advancements in semiconductor fabrication, assembly, testing and packaging (ATMP/OSAT), alongside investments in semiconductor design, research and skill development. The Semicon India Programme is a Rs.76,000-crore master plan led by the India Semiconductor Mission (ISM) to establish India as a global electronics and chip manufacturing hub. These initiatives are laying the foundation for a comprehensive semiconductor ecosystem and strengthening India?s position in the global electronics value chain.

Overall, FY26 marked another year of structural progress for India?s ESDM sector. Continued policy support, increasing private investment and expanding export opportunities are expected to enhance the industry?s long-term competitiveness and accelerate India?s emergence as a preferred global hub for electronics and semiconductor manufacturing.

5. CAPITAL AND STRUCTURE

There is no change in the authorized, issued, subscribed and paid-up share capital of the Company for the financial year ending 31.03.2026.

6. MANAGEMENT

6.1 Directors and KMP

a. As of March 31, 2026, the Company?s Board of Directors & Key Managerial Personnel comprised as follows:

Sr. 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, Independent Director
5 Mr. Pradeep Kumar 00505518 Non-Executive, Independent Director
6 Mr. Udayan Mukerji 03636654 Non-Executive, Independent Director
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. Mrs. Arunima Manwani (DIN: 06996141), Director is retiring by rotation at the ensuing Annual General Meeting of the Company, being eligible seeks re-appointment and had given her consent to act as Director of the Company.

6.2 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.

6.3 BOARD MEETINGS

The Board of Directors of the Company met Six (06) times during the Financial Year 2025-26. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The dates of Board meeting are as follows:

Sr. No. Date of Board Meeting
i. 20th May?2025
ii. 14th August?2025
iii 14th November?2025
iv. 26th December?2025
v. 14th February?2026
vi. 13th March?2026

6.4 COMMITTEES AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and SEBI LODR, Regulations,2015 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

During the year Five (05) meetings of the Audit Committee were held, the details are as follows:

Sr. No. Date of the Audit Committee Meeting
1. 20th May?2025
2. 14th September?2025
3. 14th November?2025
4. 14th February?2026
5. 13th March?2026

 

Sr. No. Name DIN Position Number of meetings held during the year Number of meetings attended during the year
1. Pradeep Kumar 00505518 Chairperson 5 4
2. Abhilasha Gaur 07607862 Member 5 5
3. Amrit Lal Manwani 00920206 Member 5 5
4. Udayan Mukerji 03636654 Member 5 2

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and SEBI LODR, Regulations,2015 comprising the following members:

Name Position in the Committee Designation
Pradeep Kumar Member Independent Director
Abhilasha Gaur Member Independent Director
Varun Manwani Member Non-executive Director
Udayan Mukerji Chairman Independent Director

During the year Two (02) meetings of the Nomination and Remuneration Committee were held, the details are as follows:

Sr. No. Date of the Nomination and Remuneration Committee Meeting
1. 20th May?2025
2. 14th November?2025

 

Sr. No. Name DIN Position Number of meetings held during the year Number of meetings attended during the year
1. Pradeep Kumar 00505518 Member 2 2
2. Abhilasha Gaur 07607862 Member 2 2
3. Varun Manwani 00921735 Member 2 2
4. Udayan Mukerji 03636654 Chairman 2 1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee of the Company is constituted in line with the provisions of Section 135 of the Companies Act, 2013 and SEBI LODR, Regulations,2015 comprising the following members:

Name Position in the Committee Designation
Pradeep Kumar Chairman Independent Director
Abhilasha Gaur Member Independent Director
Arunima Manwani Member Executive Director
Udayan Mukerji Member Independent Director

 

Sr. No. Date of the Corporate Social Responsibility Committee Meeting
1. 20th May?2025
2. 14th February?2026

 

Sr. No. Name DIN Position Number of meetings held during the year Number of meetings attended during the year
1. Pradeep Kumar 00505518 Chairman 2 1
2. Abhilasha Gaur 07607862 Member 2 2
3. Arunima Manwani 06996141 Member 2 1
4. Udayan Mukerji 03636654 Member 2 2

 

Sr. No. Date of the Corporate Social Responsibility Committee Meeting
1. 20th May?2025
2. 14th February?2026

 

Sr. No. Name DIN Position Number of meetings held during the year Number of meetings attended during the year
1. Pradeep Kumar 00505518 Chairman 2 1
2. Abhilasha Gaur 07607862 Member 2 2
3. Arunima Manwani 06996141 Member 2 1
4. Udayan Mukerji 03636654 Member 2 2

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178(5) of the Companies Act, 2013 and SEBI LODR, Regulations,2015 comprising the following members:

Name Position in the Committee Designation
Varun Manwani Chairman Non-executive Director
Amrit Lal Manwani Member Chairman & Managing Director
Udayan Mukerji Member Independent Director

 

Sr. No. Date of the Corporate Social Responsibility Committee Meeting
1. 20th May?2025
2. 14th February?2025

 

Sr. No. Name DIN Position Number of meetings held during the year Number of meetings attended during the year
1. Varun Manwani 00921735 Chairman 2 2
2. Amrit Lal Manwani 00920206 Member 2 2
3. Udayan Mukerji 03636654 Member 2 2

6.5 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://seslimited.in/companv- policies/

6.6 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 13th March?2026 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.

Sr. No. Date of Meeting Directors Attended Designation
1. 13th March2026 Mrs. Abhilasha Gaur Independent Director
Mr. Udayan Mukerji Independent Director
Mr. Pradeep Kumar Independent Director

The Independent 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.

6.7 REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE 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.

6.8 DIRECTOR?S RESPONSIBILITY STATEMENT

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, 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:

a) In the preparation of the annual accounts for the year ended March 31, 2026 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, 2026 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.

6.9 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 unauthorized 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.

6.10 DETAILS IN RESPECT OF FRAUD

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

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

As on March 31, 2026, 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.

8. DETAILS OF DEPOSITS

During 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, 2026.

9. 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.3,10 and 37 and to the Financial Statements.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIE

Related party transactions, if any, that were entered into during the period ended March 31, 2026, 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. 44 to the Balance Sheet as on March 31, 2026 and Form No. AOC-2 pursuant to clause () of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 attached as Annexure-3.

11. CORPORATE SOCIAL RESPONSILIBILTY

The provisions of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is applicable on the Company for the FY 2025-26, 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
Abhilasha Gaur Member Independent Director
Arunima Manwani Member Executive 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://seslimited.in/company-policies/

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

A. Conservation of Energy

Sr. No. Particulars Details
1. Energy conservation measures taken Nil
2. Steps taken for utilization of Alternate sources of Energy Nil
3. Capital investment on energy conservation equipment Nil

B. Technology Absorption

Sr. No. Particulars Details
1. Efforts made towards technology absorption Nil
2. Benefits derived like product improvement, cost reduction, product development or import substitution Nil

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 technique required for the business activities.

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

B. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)
Particulars Amount
Earnings
FOB Value of Sale of Products 6,948.60
Outgo
Value of imports calculated on CIF basis (Raw Materials) 7,641.93
Capital Goods 1,177.20
Foreign Travel 3.93
Commission 38.18
Bank Charges Repair & Maintenance P&M 3.84

13. 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 are 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.

14. 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://seslimited.in/companv-policies/

15. 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.

16. AUDITORS

STATUTORY AUDITORS & AUDITOR?S REPORT

M/s PKMB & Co. (ICAI Firm Registration No. 005311N), were appointed as Statutory Auditors of the Company at the Board Meeting held on 20th May?2025 and at 03rd Annual General Meeting held on 23rd June?2025 till the conclusion of the 8th Annual General Meeting.

SECRETARIAL AUDITORS & AUDITORS? REPORT

M/s Saurabh Agrawal & Co., a Practicing Company secretary, New Delhi bearing C.P. No. 4868 , have been appointed as the secretarial auditors of the Company by the Board of Directors at their meeting held on 20th May, 2025 and subsequently at Annual General Meeting 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.

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

17. EXPLANATIONS IN RESPONSE TO AUDITORS? QUALIFICATIONS

For Auditors report

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, 2026 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.

For Auditors report

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

The Secretarial Auditors? Report for F.Y. 2025-26 does not contain any qualification, reservation, or adverse remark.

18. COMPLIACE WITH SECRETARIAL STANDARDS

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

19. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,2016

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

20. 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

21. OTHER DISCLOSURES

As part of its commitment towards employee health and well-being, the Company organized a comprehensive Health Check-up Camp for employees across its group companies during the year. The initiative, conducted in association with Metro Hospital and Eye Care, covered various health assessments including blood pressure, blood sugar, ECG, weight check, cardiology consultation, general health check-up, and vision screening.

A total of 214 employees participated in the program, reflecting the Company's continued focus on preventive healthcare, employee welfare, and creating a healthy workplace environment.

ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

21.1 STATEMENT OF DEVIATION AND VARIATION

There is no major deviation in objects for which funds raised from IPO. However, the deviation is in the capex allocated to the extent of 2.81 Crores for the quarter reported 31st December?2025.

The Company has restored the amount of 2.81 crores in last quarter of the financial year.

21.2 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.

21.3 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.

22. PREVENTION OF SEXUAL HARASSME NT OF WOMEN AT WORKPLACE ( “POSH”)

The Company is committed to providing a safe, secure and conducive work environment to all its employees and has zero tolerance towards sexual harassment at the workplace. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has duly constituted an Internal Complaints Committee (ICC) for redressal of complaints relating to sexual harassment.

The Company has also adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace. During the financial year 2025-26, the Company conducted three training and awareness sessions on Prevention of Sexual Harassment (POSH) on the following dates 27th June?2025, 10th September?2025 and 20th December?2025. These sessions were aimed at sensitizing employees about workplace conduct, prevention of sexual harassment, the complaint redressal mechanism, and fostering a respectful and inclusive work environment.

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee.

The details of Complaints during the Year are as follows:

a) Number of complaints of sexual harassment received in the year Nil
b) Number of complaints disposed off during the year Nil
c) Number of cases pending for more than ninety days Nil

23. 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 for the financial year 2025-26.

Whereas it is applicable from financial year 2026-27, the board of directors at its meeting on 27th May?2026 have approved the appointment of S Shekhar & Co., a firm of Cost Accountants having (firm registration number:000452) as the Cost Auditors of the Company for the financial year 2026-27. The remuneration to be paid to Cost Auditor is subject to rectification by the members of the Company at the ensuing Annual General Meeting of the Company.

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.

24. SHARE CAPITAL

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on 31st March, 2026, the Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-five Crores) and paid-up equity Share Capital is Rs. 24,99,27,630/-(Rupees Twenty-Four Crores Ninety-Nine Lakhs Twenty-Seven Thousand and Six Hundred Thirty Only) and as on 31st March, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

25. MATERIAL CHANGES AND COMMITMENTS

The board of directors at their meeting held on 20th May?2025 approved loan to be given to Subsidiary- Sahasra Semiconductors Private Limited an entity covered under the category of ‘a person in whom any of the directors of the company is interested? as specified in the explanation to Section 185(2)(b) of an aggregate outstanding amount not exceeding Rs.20 crores, out of which the Company has extended an amount of Rs. 19.95 crores during the financial year 2025-26.

The board allocated the proceeds of the initial public offer (IPO) as under:

a) For funding capital expenditure towards installation of additional plant and machinery at new manufacturing facility situated at Bhiwadi, Rajasthan the allocated amount is Rs.65.97 crores out of which the Company has utilized an amount of Rs.19.83 crores.

b) Investment in Subsidiary Company-Sahasra Semiconductors Private Limited for financing its capital expenditure requirements in relation towards installation of additional plant and machinery, the Company has allocated and amount of Rs.22.92 crores and the same has been utilized fully.

c) For funding the working capital requirements, the amount allocated is Rs.40 crores and the same has been utilized fully.

The Company has fully utilized the amount of Rs.29.39 crores allocated for general corporate purpose.

26. 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.

27. 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 of

SAHASRA ELECTRONIC SOLUTIONS LIMITED

(AMRIT LAL MANWANI)

(VARUN MANWANI)
Chairman & Managing Director Director
DIN 00920206 DIN 00921735
Address: 33, Jasola Address: 33, Jasola
Pocket - I, New Delhi - 110025 Pocket - I, New Delhi - 110025
Date: 04.07.2026
Place: Noida