Directors Report of SPA Capital Services Ltd.

Mar 31, 2025

The Directors are pleased to present herewith the 41^st Board Report of SPA Capital Services Limited
(''the Company’) along with the Audited Financial Statements for the Financial Year (''FY'') ended March

31,2025.

The summary of the Company’s financial performance, for the Financial Year (“FY”) 2024-25 as
compared to the previous FY 2023-24 is given below:

(Rs. in Thousands, except per share data)

Particulars	Y ear Ended 31.03.2025	Year ended 31.03.2024
Revenue	3,29,409	2,10.806
Profit before Interest, Depreciation & Taxation	16,146	7,132
Interest & Finance Costs	4,177	3.875
Depreciation & Amortization	1,855	1,344
Profit from Operations before Exceptional Items and Tax	10,114	2,538
Exceptional Items	0	625
Prior Period Items	2.069	0
Profit before Taxation	8.046	1.913
Less : Provision for Taxation
Current Tax	2,550	500
Deferred Tax	788	(1,583)
Income Tax for earlier years	(237)	(806)
Profit After Taxation	4,945	3,801
Total other Comprehensive Income	0	0
Total Comprehensive Income for the period	4,945	3.801
Paid up equity share capital (Face value of Rs 10 each)	3,07.423	3,07,423
Other Equity as per Balance Sheet	1,39,261	1,34,316
Earnings Per Share	1.61	1.24

The Company’s revenue primarily consist of revenue from sale of securities, brokerage income from
distribution of Mutual Fund, other financial products, income from interest and dividend etc.

The Main object of the Company is to carry'' on b usiness activities of leasing and hire-purchase, to
finance the industrial enterprises by way of lending and advancing money etc., to manage investment
pools, mutual funds, issue of shares, stocks, securities, etc. The Company is registered with the Reserve
Bank of India ("RBI") as a Non-Banking Financial Company - Non Deposit, vide registration no. B-
14.00790. The Company is also registered as a Mutual Fund Distributor/Advisor and holding AMFI (The
Association of Mutual Funds in India) Certification.

The Company has not accepted any deposits from the public during its tenure of registration as NBFC-
Non Deposit.

During the year, the Company reported total revenue of Rs. 3,29,409 and EBIDTA of Rs. 16,146 (Rs. in
Thousand)

In order to strengthen its market share, the Company has taken steps to improve the business, operation
and growth strategy. Besides, efficiency improvement and cost optimization have been followed
vigorously across all the functions of the organization, across the Country during die year.

It is one of the fastest growing financial sendee oriented company in India and enjoys strong brand equity
from customers across scgments/scrvices.

During the year under review, the Company continued to focus on enhancing die capability of die
organization and towards the achievement of this goal, the Company has been taking a number of
initiatives.

Keeping in view the requirements of the Company for future, your Directors do not recommend any
dividend for the financial year 2024-25 under the review.

During the Financial Year under review, the Board of Directors does not propose to transfer any
amount to the general reserve of the Company.

No material changes and commitments have occurred from die date of close of the financial year till the
date of this Report, which might affect the financial position of the Company.

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 50,000,000/- (Rupees Five
Crore Only). The paid - up share capital of the Company as on 31^st March, 2025 was Rs. 30,742,250/-
(Rupees Three Crore Seven Lakh Forty Two Thousand Two Hundred Fifty'' Only-) divided into 30,74,225
(Thirty'' Lakh Seventy Four Thousand Two Hundred Twenty Five) shares of Rs. 10/- (Rupees Ten each)
each.

During the year, the Company'' has not made any'' alteration in share capital of the Company.

In the FY 2024-25, no amount has been transferred to the Investor Education and Protection Fund in
pursuance of Section 125 of the Companies Act, 2013.

During the FY 2024-25, the Company has not issued any Employee Stock Options. Hence, no ESOP
scheme is in existence as on 31.03.2025.

Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 as on March 31, 2025.

During the FY 2024-25, the Company has not allotted/transfcrred or issued any bonus shares.

There was no change in the nature of business of the Company during the FY 2024-25. However, the
Company is planning to broaden its operations by adopting competitive business strategy for
strengthening existence and to reach amongst the larger consumer base to enhance its turnover and
operating revenue.

The Company⁷ has in place, an adequate system of internal controls commensurate with its size,
requirements and the nature of operations. These systems are designed keeping in view the nature of
activities carried out at each location and various business operations.

The Internal Auditor of the Company carries out internal audits at all, offices, across all locations of the
country . Their objective is to assess the existence, adequacy and operation of financial and operating
controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) (to the
extent as applicable) and corporate policies.

A summary'' of all significant findings by the audit department/auditor along with the follow-up actions
undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the
comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board
of Directors informed about its major observations, from time to time.

The Company has in place adequate financial controls commensurate with its size, scale and complexity
of its operations. The Company has in place policies and procedures required to properly and efficiently
conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of
accounting records and prepare financial records in a timely'' and reliable manner.

The Board wishes to inform you that Segment Reporting is not applicable to die Company

The Cash Flow Statement for the year, under reference in tenns of Regulation 36 of SEBI (LODR)
Regulations, 2015 is annexed with the Annual Accounts of the Company.

The Company docs not have any subsidiary and joint venture Company during the financial year 2024-25.
Further, Booming Investment Advisor Private Limited (Formerly known as SPA Investment Adviser
Private Limited) ceased to be the Associate of the Company during the current Financial Year by the
virtue of transfer of shares reducing the holding of your Company from 40.2% to 4.95%.

In FY 2024-25 the Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as
amended).

The particulars of loans/advanccs, etc., required to be disclosed in the Annual Accounts of the Company
pursuant to Para A of Schedule V of the Listing Regulations are furnished in the Notes to Accounts
annexed to Financial Statements which fonns part of this Annual Report.

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to Board meetings and
General meetings respectively. The Company'' is in compliance with the same.

Statutory Audit

M/s Dhana & Associates, Chartered Accountants, holding FRN: 510525C, Statutory Auditors of the
Company, shall hold office until the conclusion of 44^lh AGM of the Company.

The Auditor''s have put certain qualifications in their report to which the management has put forward the
below mentioned replies;

Qualification and response to Auditor s Report

A. The company has taken various loans, which were outstanding as on 31^st March, 2025. The
management has not provided the interest on some of the loans, which constitute a departure from the
Accrual basis of accounting. The company’s records indicate that an amount of Rs. 7,753/-(in
Thousands) for the year ended on March 31, 2025 has not been provided as interest expenses on these
loans, which would have decreased the profit by Rs. 7,753/- (in Thousands) for the year ended on
March 31, 2025 and also increased the loan liability by same amount.

B. Tire company has given loans to various parties, which were outstanding as on 31^s1 March, 2025 of
Rs. 31,420/- (in Thousands), however the company has not charged any interest on such loans given
by the company, so in absence of the same the loans are loss assets as per the NBFC guidelines issued
by RBI. however the company has not made any Provision for loss assets, which constitute a
departure from the NBFC guidelines and in view of the same the company’s records indicate that
profit ofthe company is overstated by Rs. 31.420 (in Thousands) on account of non-provision of loss
assets and also tire provision for loss assets is understated by Rs. 31.420 (in Thousands) and die loan
assets arc overstated by Rs. 31,420 (in Thousands) for the year ended on March 31, 2025

Management Response:

Interest of Rs. 7,753/- (in Thousands) has not been provided in the books as the there is some dispute
going on with the concerned parties and management is of the view that no provision of interest is
required in the books of accounts.

The Companies to whom loans arc provided are not doing good in tenns of current operations. Due to tins
interest has not been provided on the request of the parties but management is of the view that principle
will be recovered. Due to this provision has not been provided in the books.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s.
HKB & Associates. A firm of Company Secretaries in Practice (COP No.: 21001) , having office at
1/10072 D/B, St. No. 3J. DDA Colony, West Gorakh Park, Shahdara. Delhi-110032, as Secretarial
auditor of the Company to undertake the Secretarial Audit for FY 2024-25. The secretarial audit report
certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this
report and enclosed as Annexure - I.

The Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

There arc no such frauds reported by the auditor, which arc committed against the Company by officers or
employ ees of the Company.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo required to be given pursuant to the provision of Section 134 of the Companies Act. 2013 read with
the Companies (Account) Rules, 2014 arc as under:

CONSERVATION OF ENERGY

a) Company ensures that all its operations arc conducted in the manner whereby optimum utilization
and maximum possible savings of energy is achieved.

b) No specific investment has been made on reduction in energy consumption.

c) As the impact of measures taken for conserv ation and optimum utilization of energy are not
quantitative, its impact on cost cannot be stated accurately.

TECHNOLOGY ABSORPTION

a) The Company is continuously making efforts for adaptation of latest technology at its unit to
improve the performance

b) No major benefits have derived by the Company through Technology Absorption during the period
under review

c) The Company has not imported any technology from the beginning of this financial year 2024-25.
Therefore, no such disclosure on details of technology imported, year of import and absorption of
technology arc applicable.

d) During the year the company has not made any expenditure on research & development.

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

In terms of provisions of Section 92, 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules. 2014, the Copy of the annual return in form MGT-7
is uploaded on the website of the company i.e. https://www.spacapital.com/CapitalServices/.

Pursuant to flic provisions of Section 135 of the Companies Act. 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014. the applicability of Corporate Social Responsibility obligations
is determined based on specific financial thresholds.

For the financial year 24-25, die Company docs not meet the criteria specified under Section 135(1) of
the Act relating to net worth, turnover, or net profit. Accordingly, the provisions relating to Corporate
Social Responsibility are not applicable to the Company for the said period.

The Company, however, remains committed to ethical business practices and continues to contribute to
social and environmental causes voluntarily, wherever feasible.

The composition of the Board of Directors of the Company is in accordance with the provisions of
Section 149 of the Act read with rules made thereunder, witii an optimum combination of Executive,
Non-Executive and Independent Directors. The Board’s actions and decisions are aligned with the
Company’s best interests.

During die year under review, the Board Comprises of follow ing directors as on 31^st March 2025:

Mr. Sandccp Parwal (DIN: 00025803)	Chairman Cum Managing Director
Ms. Honey Parwal (DIN: 00025835)	Non-Executive Director
Mr. Mahaveer Prasad Mundhra (DIN: 00642941)	Independent Director
Ms. Sugccta Upadhava (DIN: 08807969)	Independent Director

None of the Directors of the Company is disqualified for being appointed as Director, as specified in
Section 164(2) of the Companies Act. 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules. 2014. All the Independent Directors have submitted their declaration to
the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of die
Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (to the extent as applicable).

Director!s) liable to retire by rotation

In accordance with provisions of Section 152 of the Companies Act, 2013 read with Rules made
thereunder, Ms. Honey Parwal, (DIN No. 00025835), Non-Executive Director is liable to retire by
rotation at the 41^SL Annual General Meeting "AGM and being eligible, offers herself for re-appointment.
A brief resume of Ms. Honey Parwal proposed to be re-appointed, is provided in the Notice of die Annual
General Meeting forming part of this Annual report.

Details of KMP

As on 31^st March. 2025, die Key Managerial Personnel (KMP) in die Company as per Section 2(51) and
203 of the Companies Act, 2013 are as follows:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mr. Manish Kumar	Company Secretary & Compliance Officer

C hanges in Directors and KMP

During the year under review, there was no change in the composition. However, after the closure of the
Financial Year, Mr. Manish Kumar tendered his resignation on 7^th April. 2025 from the position of
Company Secretary & Compliance Officer of die Company and Ms. Vaishnavi Sharma was appointed in
his position with effect from 17^th April. 2025.

The Board of Directors held Six (6) board meetings during the year on 29.05.2024, 12.08.2024,
05.09.2024, 12.10.2024. 13.11.2024, 12.02.2025.The intervening time gap between the meetings was
within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

The Independent Directors have given declaration to the Company under Section 149(7) of the Act that
they meet the criteria of independence as given in Section 149(6) of the Act read with rales made
thereunder and Regulations 16(l)(b) of the SEBI Listing Regulations and were independent of the
Management as prescribed in the Act. The Independent Directors have complied with the ‘Code for
Independent Directors’ as prescribed in Schedule IV of the Act. The Independent Directors in their
disclosures have confinncd that they arc not aware of any circumstances or situation w hich exists or may
be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the
disclosures received from Independent Directors, the Board is of the opinion that the Independent
Directors arc independent of the management and possess highest standards of integrity; requisite
expertise and experience (including proficiency) required to fulfil their duties as Independent Directors.

During the financial year under review, the Company did not appoint any new^; Independent Directors.
Accordingly, this section is not applicable for the year. However, the Board continues to affirm that the
existing Independent Directors possess the requisite integrity, expertise, experience, and proficiency as
required under applicable laws and have effectively contributed to the governance and decision-making
processes of the Company.

Separate meeting of the Independent Directors is held without die attendance of non-independent
directors and members of management to review and evaluate the performance of non-independent
directors and die Board as whole.

The Company lias eonstitutcd/rc-constituted various Board level committees in accordance widi die
requirements of Companies Act 2013. The Board has the follow ing committees as under:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Committees of the Board usually meet on the day of die Board meeting, or whenever die need arises
for transacting business.

As on 31^st March, 2025, the Audit Committee comprises of following members:

Mr. Sandeep Parwal	Managing Director
Mr. Mahavccr Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

As on 3T^L March, 2025. the Nomination and Remuneration Committee comprises of following members:

Ms. Honey'' Parwal	Non-Executive Director
Mr. Mahavecr Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

As on 3 P March, 2025, Stakeholders Relationship Committee comprises of following members:

Mr. Sandeep Parwal	Managing Director
Mr. Mahavecr Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhava	Independent Director

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a
detailed note on the profile of the Company, the Board structure and other relevant information. At the
time of appointment of the Director, a fomial letter of appointment which mler-alia explains the role,
functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is
also explained in detail about the various compliances required from him/ her as a Director under the
various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of
Insider Trading) Regulations. 2015. the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent
Directors about the various business drivers, they are updated through presentations at Board Meetings
about the performance and Financials of the Company. They arc also provided prcscntations/booklcts
about the business and operations of the Company .

The Directors are also updated on the changes in relevant corporate laws relating to their roles and
responsibilities as Directors.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Guidance note on Board
evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for
evaluating the annual perfonnancc of its Directors, Chairman, the Board as a whole, and the various
Board Committees. The Nomination and Remuneration Committee of the Company has laid down
parameters for performance evaluation in the policy , including but not limited to:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positivc attributes

• Engaging with and challenging management team without being confrontational or obstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and
all committees of the Board. The Independent Director evaluated the performance of Non Independent
Directors at their Separate Board Meeting. The process of evaluation is carried out in accordance with the
Board Evaluation Policy of the Company and as per criteria suggested by SEBI.

The Company has established an effective whistle blower policy (vigil mechanism) and procedures for its
Directors and employees to safeguard their interests. REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the
executive and at the board levels. The remuneration policy seeks to employ people who not only fulfil the
eligibility" criteria but also have the attributes needed to tit into the corporate culture of the Company. The
remuneration policy also seeks to provide well-balanced and performance related compensation packages,
taking into account shareholder interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the
senior management involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals. The remuneration policy
is consistent with the ‘pay-for-performancc'' principle. The Company’s policy on remuneration and
appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the
company’s website http://www.spacapital.com/CapitalScrvices/and annexed with the Directors’ Report
which tonus part of the Annual Report as Annexure II.

All related party transactions entered into by the Company during the financial year were at arm''s length.
For the Financial year 2024-25, the Audit Committee had granted an omnibus approval for transactions
which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by
the Audit Committee on a periodic basis. No material contracts or arrangements with related parties w^rere
entered into during the year under review. All related party transactions were placed at the meetings of
Audit Committee and the Board of Directors for the necessary" review¹ and approval Your Company’s
policy on related party transactions, as approved by the Board, can be accessed at:
http://wwyv.spacapital.com/CapitalScrvices/. Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act, 2013, in Fonn AOC-2 is not applicable.
However, the Related Party Disclosure as per Schedule- V of SEBI (Listing Obligations and Disclosure
Requirements) 2015. is annexed as Annexure 111 as part of the Annual Report.

As on March 31, 2025, the Company⁷ has an investment of Rs. 27,183/- (in Thousands) and details in
accordance with section 186 of the Companies Act 2013 arc given in the notes to financial statements.

As on March 31, 2025, the Company has granted loan of Rs. 1,24,204/- (in Thousands).

The information of employees and managerial remuneration, as required under Section 197(2) read w ith
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and
other details are annexed herewith and fonns part of this report as Annexure IV.

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, as applicable,
Management Discussion Analysis, is an integral part of this report and annexed herewith and fonns part
of this report as Annexure V.

As per the provision of Regulation 15(2) of tire SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, Compliance with Corporate Governance provisions as specified in the
Regulations 17 to 27, clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not

apply to listed entities having paid-up equity share capital not exceeding Rs. 10 Chores and net worth not
exceeding Rs. 25 Crores as on the last date of previous financial year.

The Paid up Equity Share Capital and the Net Worth of the Company is Rs 3,07,42,250/- (Rupees Three
Crorc Seven Lakh Forty Two Thousand Two Hundred Fifty Only) and Rs 17.00,03,039 (Rupees
Seventeen Crore Three Thousand Thirty Nine Only) respectively, which are less than Rs. 10,00,00,000/-
and Rs. 25,00,00,000/ respectively as per the Audited Financial Statements of the company for the
Financial year 2024-2025.

Hence, the Company is exempt from complying the provisions of Regulations 17 to 27. clause (b) to (i)
and (t) of Regulation 46(2) and para C, D and E of Schedule V. Therefore, Company has not prepared the
Corporate Governance Report.

However, the Company has made serious effort to comply with the provisions of the Corporate
Governance in order to maintain a valuable relationship and trust with all the stakeholder. It has always
been the Company''s Endeavour to follow the corporate governance guidelines and best practices
diligently.

The management of Company believes that it w ill further enhance the level of Corporate Governance in
the Company.

The Company has developed and implemented a risk management policy which is periodically reviewed
by the management. The enterprise risk management policy of the Company, which has been duly
approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. Tire risk
management process encompasses practices relating to identification, assessment, monitoring and
mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the
risk management process seeks to minimize adverse impacts of risk to key business objectives.

The Company is committed to provide a work environment which ensures that every- woman employee is
treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act
of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows
every employee to freely report any sueh act and prompt action will be taken thereon. The policy lays
down severe punishment for any such act. Further, your Directors state that during the year under review,
there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, the Company has duly- constituted an Internal Complaints Committee in accordance with
Prevention of Sexual Harassment of Women at Workplace Act, 2013

During the FY 2024-25, there arc no significant and material orders passed by the regulators or courts or
tribunals that may have an impact for the company as a going concern and/or company’s operations.

Company’s shares are listed on BSE. As on March 31, 2025, 5,65,528 Equity⁷ Shares stand with the
NSDL 19.29,167 Equity Shares stand with the CDSL and 5,79,530 Equity Shares stands in physical fonn.

The Company has entered into agreements with both National securities Depository Limited (NSDL) and
Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical
mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s MAS Sen-ices Limited, a Catcgory-I SEBI registered R&T Agent as
its Registrar and Share Transfer Agent.

The Company''s shares are listed on the below mentioned Stock Exchanges:-

• BSE Limited (BSE)

Corporate Relationship Department
1^st Floor, New Trading, Rotunda Building,

PJ Towers, Dalai Street, Fort, Mumbai - 400 001

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the leadership
position in the industry. It has taken various steps to improve productivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and
support received from its valued shareholders.

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review

a) Issue of the equity shares w ith differential rights as to dividend, voting or otherwise. Issue of shares
(including sweat equity shares) to Directors or employees.

b) Purchase of or subscription for shares in the Company by the employees of the Company.

As there is no subsidiary or holding Company of the Company, so Managing Director/Whole Time
Directors of the Company does not receive any remuneration or commission from any of such
Companies.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors''
Responsibility statement, die Directors confirm that:

1) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and no material departures have been made there from.
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, 2024 and of the profit and loss of die Company for the
year ended on that date.

2) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

3) The annual accounts were prepared on a going concern basis.

4) The Directors have laid down effective internal financial controls to consistently monitor the affairs
of the company and that such internal financial controls were adequate and operating effectively.

5) The Directors have devised a proper system to ensure compliance with the provisions of all
applicable laws and the same arc adequate and operating effectively.

No DEMAT suspense account /unclaimed suspense account reported by RTA. NSDL and CDSL to the
company.

No such instance has taken place during the period under review.

During die Financial Year under review there were no transactions requiring disclosure or reporting in
respect of matters relating to One-Time Settlement with any bank or financial institution.

Regulation 34 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations. 2015. as
amended, mandate the inclusion of the BRR as part of the Annual Report for top 1,000 listed entities
based on market capitalization. In compliance with the Regulation 32(f) of the Listing Regulations, the
Business Responsibility Report of the Company for the year ended March 31, 2025 is not applicable to
the Company.

As per the provisions of the Section 148(1) of the Companies Act, 2013 the Company is not required to
maintain cost Records. Accordingly such accounts and records arc not made and maintained.

Your Directors would like to acknowledge and place on record their sincere appreciation of all
stakeholders - shareholders, bankers, dealers, vendors and other business partners for the excellent
support received from them during the year under review. Your Directors recognize and appreciate the
efforts and hard work of all the employees of the Company and their continued contribution to its
progress.

By the Order of the Board of Directors
For SPA Capital Services Limited

Sandeep Parwal Honey Parwal

(Chairman cum Managing Director) (Director)

DIN:00025803 DIN:00025835

Date: - 02/09/2025
Place: - New Delhi

---

Mar 31, 2024

The Directors are pleased to present herewith the Board Report of SPA Capital Services Limited (‘the Company'') along with the Audited Financial Statements for the Financial Year (‘FY’) ended March 31. 2024.

FINANCIAL RESULTS

The summary of the Company''s financial performance, both on a consolidated and standalone basis, for the Financial Year (“FY”) 2023-24 as compared to the previous FY 2022-23 is given below:

(Rs. in Hundred, except per share data)

Particulars	STANDALONE		CONSOLIDATED
	Year Ended 31.03.2024	Year ended 31.03.2023	Year Ended 31.03.2024	Year ended 31.03.2023
Revenue	21,08,057	16,63,623	21,08,057	16,63,623
Profit before Interest, Depreciation & Taxation	71,320	83,003	71,320	83,003
Interest & Finance Costs	38,753	31,578	38,753	31,578
Depreciation &Amortization	13,437	16,745	13,437	16,745
Profit from Operations before Exceptional Items and Tax	19,130	34,680	19,130	34,680
Exceptional Items	Nil	Nil	Nil	Nil
Profit before Taxation	19,125	34,680	19125	34,680
Less : Provision for Taxation
Current Tax	5.000	8,729	5000	8,729
Deferred Tax	(15,831)	9,149	(15,831)	9,149
Income Tax for earlier years	(8,058)	(10,540)	(8,058)	(10,540)
Profit After Taxation	38,014	27,342	38,014	27,342

Total other Comprehensive Income	0	0	0	0
Total Comprehensive Income for the period	38,014	27,342	64,777	43,917
Paid up equity share capital (Face value ofRs 10 each)	307,423	307,423	307,423	307,423
Other Equity as per Balance Sheet	13,43,158	1,305,144	13,81,315	1,316,538
Earnings Per Share	1.24	0.89	2.11	1.43

STATE OF COMPANY AFFAIRS

The Company revenues primarily consist of revenue from sale of securities, brokerage income from distribution of Mutual Fund, other financial products, income from interest and dividend etc.

The Main object of the Company is to carry on Business activities of leasing and hire-purchase, to finance the industrial enterprises by way of lending and advancing money etc., to manage investment pools, mutual funds, issue of shares, stocks, securities, etc. The Company is registered with the Reserve Bank of India ("RBI''’) as a Non-Banking Financial Company - Non Deposit, vide registration no. B-14.00790. The Company is also registered as a Mutual Fund Distributor/Ad visor and holding AMFI (The Association of Mutual Funds in India) Certification.

The Company has not accepted any deposits from the public during its tenure of registration as NBFC''-Non Deposit.

During the year, the Company reported total revenue of Rs 21,08,057 and EBIDTA of Rs. 71,320 on standalone basis and total revenue of Rs. 21,08,057 and EBIDTA of Rs. 71,320 on consolidated basis. (Rs. in Hundred)

OPERATIONS REVIEW

In order to strengthen its market share, the Company has taken steps to improve the business, operation and growth strategy. Besides, efficiency improvement and cost optimization have been followed vigorously across all the functions of the organization, across the Country during the year.

It is one of the fastest growing financial service oriented company in India and enjoys strong brand equity from customers across segments/services.

During the year under review, the Company continued to focus on enhancing the capability of the organization and towards the achievement of this goal, the Company has been taking a number of initiatives.

DIVIDEND

Keeping in view the requirements of the Company for future, your Directors do not recommend any dividend for the financial year 2023-24 under the review.

TRANSFER TO RESERVE

During the Financial Year under review, the board of Directors does not propose to transfer any amount to the general reserve of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which might affect the financial position of the Company.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^s'' March, 2024 was Rs. 50,000,000. The paid - up share capital of the Company as on 31^s'' March, 2024 was Rs. 30,742,250 divided into 30, 74,225 shares of Rs. 10/- each.

During the year, the Company has not made any alteration in share capital of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In the FY 2023-24. no amount has been transferred to the Investor Education and Protection Fund in pursuance of Section 125 of the Companies Act, 2013.

EMPLOYEE STOCK OPTION SCHEME

During the FY 2023-24, the Company has not issued any Employee Stock Options. Hence, no ESOP scheme is in existence as on 31.03.2024.

Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31,2024.

BONUS ISSUE

During the FY 2023-24, the Company has not allotted/transferred or issued any bonus shares. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the FY 2023-24. However, the Company is planning to broaden its operations by adopting competitive business strategy for strengthening existence and to reach amongst the larger consumer base to enhance its turnover and operating revenue.

INTERNAL CONTROL SYSTEMS ANI) THEIR ADEQUACY

The Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

The Internal Auditor of the Company carries out internal audits at all, offices, across all locations of the country. Their objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) (to the extent as applicable) and corporate policies.

A summary of all significant findings by the audit department/auditor along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to lime.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

SEGMENT REPORTING

The Board wishes to inform you that Segment Reporting is not applicable to the Company.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI (LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary and joint venture Company during the financial year 2023-24. Further, Company holds 40.2% of the issued and paid -up share capital of SPA Investment Adviser Private Limited as on 31^s'' March 2024.

However, alter closure of the financial year the shareholding of SPA Capital Services Limited in SPA Investment Adviser Private Limited is reduced to 4.95% due to transfer of shares and accordingly SPA Investment Adviser Private Limited ceased to be an Associate Company of SPA Capital Services Limited as on date of this report.

Pursuant to the provisions of section 129(3) of the Act read with rule 5 of Companies (Accounts) Rules, 2014), a statement containing salient features of Financials of the Associate Company in Form AOC-1 is annexed in the Annual Report.

The Company has adopted a Policy for determining the criteria of material subsidiaries which is available on Company’s website at https://www.spacapital.com/

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of the SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), as applicable, the Consolidated Financial Statements form part of this Annual Report and will also be laid before the ensuing Annual General Meeting of the Company.

The consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS”) as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013. (Ind AS compliant Schedule III), as applicable to the consolidated financial statement, the Company will make available the said financial statements and related information of the Associate Company upon written request by any member of the Company.

These financial statements are kept open for inspection by any member at the Registered Office of the Company and the Associate Company and are also be available at website of the Company https://wwu.spacapital.com/. The consolidated profit and loss account for the period ended 31st March, 2024, includes the profit and loss account for the Associate for the financial year ended 31^s1 March, 2024. The Board of Directors of the Company has given consent for not attaching the Balance Sheets of the Associate concerned.

DEPOSITS

In the FY 2023-24 Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations are furnished in the Notes to Accounts annexed to Standalone Financial Statements which forms part of this Annual Report.

SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to Board meetings

and General meetings respectively. The Company is in compliance with the same.

AUDITORS AND AUDITORS’ REPORT

Statutory Audit

M/s Dhana & Associates, Chartered Accountants, holding M. No / FRN: 510525C the Statutory

Auditors of the Company, shall hold office until the conclusion of 44^lh AGM of the Company.

The Auditor''s have put certain qualifications in their report to which the management has put

forward the following below mentioned replies;

Qualification and response to Auditor’s Report

A) The company has taken various loans, which were outstanding as on 31st March, 2024. The management has not provided the interest on some of the loans, which constitute a departure from the Accrual basis of accounting. The company’s records indicate that an amount of Rs. 0.73 Cr for the year ended on March 31, 2024 has not been provided as interest expenses on these loans, which would have been decrease the profit by Rs. 0.73 Cr for the year ended on March 31,2024 and also increase the loan liability by same amount.

B) The company has given loans to various parties, which were outstanding as on 31st March, 2024 of Rs 14.14 (in Rs Crores), however the company has not charged any interest on such loans given by the company, so in absence of the same the loans are loss assets as per the NBFC guidelines issued by RBI, however the company has not made any Provision for loss assets, which constitute a departure from the NBFC guidelines and in view of the same the company’s records indicate that profit of the company is overstated by Rs. 14.14 (in Rs Crores) on account of non-provision of loss assets and also the provision for loss assets is understated by Rs. 14.14 (in Rs Crores and the loan assets are overstated by Rs. 14.14 (in Rs Crores) for the year ended on March 31, 2024

Management Response:

A) Interest of Rs. 0.73 Cr has not been provided in the books as the there is some dispute going on with the concerned parties and management is of the view that no provision of interest is required in the books of accounts.

B) The Companies to whom loans are provided are not doing good in terms of current operations. Due to this interest has not been provided on the request of the parties but management is in the view that principle will be recovered. Due to this provision has not been provided in the books.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HKB & Associates, Company Secretaries in Practice, having office at 1/10072 D/B, St. No. 3J, DDA Colony, West Gorakh Park, Shahdara, Delhi-110032 and having membership number FI 3061 and C.P. No. 21001, as its Secretarial auditor of the Company to undertake the Secretarial Audit for FY 2023-24. The secretarial audit report certified by the secretarial auditors, in the specified form MR-3 is annexed herewith and forms part of this report and enclosed as Annexure I. The Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 (12) OTHER TH AN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditor, which are committed against the Company by officers or employees of the Company.

CONSERVATION ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE OUTGO

The Company is committed towards conservation of energy and climate action. During the year under review, further efforts were made to ensure optimum utilization of electricity. The Company is implementing the updated software''s and other technology in the operations. The Company is not indulged into export of goods. No activities relating to exports have been undertaken by the Company during the financial year 2023-2024.

Particulars 2023-24 2022-23

____¦....................r r.......

Foreign Exchange Outgo

Travelling NIL NIL

Consultancy Nil Nil

Others Nil Nil

________________________________________________________________________________L_________________________________________________________________„_________________________________________

Imports

Raw Materials Nil Nil

Finished Goods Nil Nil

C apital Goods Nil Nil

Others

Foreign Exchange Earnings

Earnings in foreign exchange Nil Nil

I--------------------------_---------------------,---------------L_________________J______________________,______________|

ANNUAL RETURN

In terms of provisions of Section 92, 134(3) (a) of the Companies Act, 2013, read with Rule 12 ot the Companies (Management and Administration) Rules, 2014, the Copy of the annual return in form MGT-7 is uploaded on the website of the company i.e. https://www.spacapital.com/CapilalServices/.

CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility forms an integral part of your Company’s business activities. Your Company is a responsible corporate citizen, supporting activities which benefit the society as a whole. The Provision of the Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014 is not applicable to the Company.

Hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules. 2014 is not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests.

During the year under review, the Board Comprises of following directors as on 31^s'' March 2024:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Ms. Honey Parwal	Non-Executive Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Independent Directors have submitted their declaration to the Board confirming that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to the extent as applicable).

I)irector(s) liable to retire by rotation

In accordance with provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation. Accordingly, Ms. Honey Parwal, (DIN No. 00025835), NonExecutive Director is liable to retire by rotation at the 40^,h Annual General Meeting "AGM" and being eligible, offers herself for re-appointment. A brief resume of Ms. Honey Parwal proposed to be re-appointed, is provided in the Notice of the Annual General Meeting forming part of this Annual report.

Details of KMP

As on 31^st March, 2024, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mr. Manish Kumar	Company Secretary & Compliance Officer

Changes in Directors and KMP

During the year under review, there was no change in the composition.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Five (5) board meetings during the year on 29.05.2023, 10.08.2023. 05.09.2023. 09.1 1.2023. 05.02.2024. The intervening time gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEB1 (LODR) Regulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of the Independent Directors is held without the attendance of non-independent directors and members of management to review and evaluate the performance of non-independent directors and the Board as whole.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act 2013. The Board has the following committees as under:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business.

As on 31^st March, 2024, the Audit Committee comprises of following members:

Mr. Sandeep Parwal	Chairman Cum Managing Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

As on 31st March, 2024, the Nomination and Remuneration Committee comprises of following members:

Ms. Honey Parwal Non-Executive Director

Mr. Mahaveer Prasad Mundhra Independent Director

Ms. Sugeeta Upadhaya Independent Director

As on 31^M March, 2024, Stakeholders Relationship Committee comprises of following members:

Ms. Honey Parwal	Non-Executive Director
Mr. Mahaveer Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

BOARD INDUCTION, TRAINING AND FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which inter-cilia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of the Company. They are also provided presentations/booklets about the business and operations of the Company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at http://www.spacapital.com/CapitalServices/

PF.RF()RMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy, they include:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positive attributes

• Engaging with and challenging management team without being confrontational or obstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

The Board also evaluated the performance of each of the Directors, the Chairman, the Board as whole and all committees of the Board. The Independent Director evaluated the performance of Non Independent Directors at their Separate Board Meeting. The process of evaluation is carried out in accordance with the Board Evaluation Policy of the Company and as per criteria suggested by SEBI.

WHI ST I. IB LOWER POLICY

The Company has established an effective whistle blower policy (vigil mechanism) and procedures for its Directors and employees. The policy on vigil mechanism may be accessed on the Company''s website at: www.spacapital.com.

REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and at the board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy also seeks to provide well-balanced and performance related compensation packages, taking into account shareholder interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the ‘pay-for-performance’ principle. The Company’s policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the company’s website

http://w ww.spacanital.com/CapitalServices/and annexed with the Directors’ Report which forms part of the Annual Report as Annexure II.

RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company during the financial year were at arm''s length. For the Financial year 2023-24, the Audit Committee had granted an omnibus approval for transactions which were repetitive in nature for one financial year and all such omnibus approvals were reviewed by the Audit Committee on a periodic basis. No material contracts or arrangements with related parties were entered into during the year under review. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for the necessary review and approval. Your Company''s policy on related party transactions, as approved by the Board, can be accessed at: http://www.spacapital.com/CapitalServices/. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Flowever, the Related Party Disclosure as per Schedule- V of SEBI (Listing Obligations and Disclosure Requirements) 2015, is annexed as Annexure III as part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As on March 31, 2024, the Company has an investment of Rs. 9,80,36,421 and details in accordance with section 186 of the Companies Act 2013 are given in the notes to financial statements. As on March 31, 2024, the Company has granted loan of Rs 14,97,41,373.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, as applicable. Management Discussion Analysis, is an integral part of this report and annexed herewith and forms part of this report as Annexure V.

CORPORATE GOVERNANCE REPORT

As per the provision of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27, clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

The Paid up Equity Share Capital and the Net Worth of the Company is Rs. 3,07,42,250/- and Rs. 16,50,58,006 respectively, which are less than Rs. 10,00,00,000/- and Rs. 25,00,00,000/ respectively as per the Audited Financial Statements of the company for the Financial year 20232024.

Hence, the Company is exempt from complying the provisions of Regulations 17 to 27, clause (b) to(i) and (t) of Regulation 46(2) and para C, D and E of Schedule V. Therefore, Company has not prepared the Corporate Governance Report.

However, the Company has made serious effort to comply with the provisions of the Corporate Governance in order to maintain a valuable relationship and trust with all the stakeholder. It has always been the Company’s Endeavour to follow the corporate governance guidelines and best practices diligently.

The management of Company believes that it will further enhance the level of Corporate Governance in the Company.

RISK MANAGEMENT SYSTEM

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. The enterprise risk management policy of the Company, which has been duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment.

monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimize adverse impacts of risk to key business objectives.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the FY 2023-24, there are no significant and material orders passed by the regulators or courts or tribunals that may have an impact for the company as a going concern and/or company''s operations.

DEPOSITORY SYSTEMS

Company''s shares are listed on BSE. As on March 31, 2024, 528,020 Equity Shares stand with the NSDL and 1,965,925 Equity Shares stand with the CDSL and 580,280 Equity Shares stands in physical form.

The Company has entered into agreements with both National securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company has appointed M/s MAS Services Limited, a Category-1 SEB1 registered R&T Agent as its Registrar and Share Transfer Agent.

LISTING OF SHARES

The Company''s shares are listed on the below'' mentioned Stock Exchanges:-• BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street,

Mumbai - 400001

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the

leadership position in the industry. It has taken various steps to improve productivity across organization.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Issue of the equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to Directors or employees.

b) Purchase of or subscription for shares in the Company by the employees of the Company.

c) There is no subsidiary of the Company.

As there is no subsidiary or holding Company of the Company, so Managing Director/Whole Time Directors of the Company does not receive any remuneration or commission from any of such Companies.

DIREC TORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility statement, the Directors confirm that:

1) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made there from. 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 31,2024 and of the profit and loss of the Company for the year ended on that date.

2) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

3) The annual accounts were prepared on a going concern basis.

4) The Directors have laid down effective internal financial controls to consistently monitor the affairs of the company and that such internal financial controls were adequate and operating effectively.

5) The Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and the same are adequate and operating effectively.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT /UNCLAIMED SUSPENSE ACCOUNT

No DEMAT suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to the company.

DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY RESOLUTION PROCESS, BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDER THE IBC BEFORE THE NCLT

No such instance has taken place during the period under review.

BUSINESS RESPONSIBILITY REPORT (BRR)

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the inclusion of the BRR as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulation 32(0 of the Listing Regulations, the Business Responsibility Report of the Company for the year ended March 31. 2024 is not applicable to the Company.

MAINTENANCE OF COST RECORDS

As per the provisions of the Section 148(1) of the Companies Act, 2013 the Company is not required to maintain cost Records. Accordingly such accounts and records are not made and maintained.

AC K NOWLEDG E M ENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders - shareholders, bankers, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to

its progress.

By the Orderiof the BjuuuLof Directors /C&pita/\

For SPA Cap

Sanaghf) Parwal Honey Parwar—--—^x

(Chairman cum Managtrijj''Director) (Director)

1)1N: 00025803 DIN: 00025835

Date: - 05/09/2024 Place: - New Delhi