SPA Capital Services Ltd Directors Report

For the Financial Year 2025-26

(Pursuant to Section 134(3) of the Companies Act, 2013 read with rule 8 of Companies

(Accounts) Rules, 2014)

To the Members of SPA Capital Services Limited,

The Directors are pleased to present herewith the 42 nd Board Report of SPA Capital Services Limited ( the Company ) along with the Audited Financial Statements for the Financial Year ( FY ) ended March 31, 2026.

FINANCIAL RESULTS

The summary of the Company s financial performance, for the Financial Year ( FY ) 2025-26 as compared to the previous FY 2024-25 is given below:

(Rs. in Thousands, except per share )

Particulars	Year Ended 31.03.2026	Year ended 31.03.2025
Revenue	3,86,160	3,29,409
Profit before Interest, Depreciation & Taxation	17,204	16,146
Interest & Finance Costs	2,692	4,177
Depreciation & Amortization	3,904	1,855
Profit from Operations before Exceptional Items and Tax	10,607	10,114
Exceptional Items	526	0
Prior Period Items	20	2,069
Profit before Taxation	10,062	8,046
Less : Provision for Taxation	-	-
Current Tax	2,600	2,550
Deferred Tax	(111)	788
Income Tax for earlier years	(768)	(237)
Profit After Taxation	8,341	4,945
Total other Comprehensive Income	0	0
Total Comprehensive Income for the period	8341	4,945
Paid up equity share capital (Face value of Rs 10 each)	30,742	30,742
Other Equity as per Balance Sheet	1,47,601	1,39,261
Earnings Per Share	2.71	1.61

STATE OF COMPANY S AFFAIRS

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 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/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. 3,86,210 and EBIDTA of Rs. 17,204 (Rs. in Thousand)

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 2025-26 under the review.

TRANSFER TO RESERVE

In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs. 10,355/- (In Thousand) has been transferred to the Reserve Fund.

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 st March, 2026 was Rs. 50,000,000/- (Rupees Five Crore Only). The paid - up share capital of the Company as on 31 st March, 2026 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.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In the FY 2025-26, 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 2025-26, the Company has not issued any Employee Stock Options. Hence, no ESOP scheme is in existence as on 31.03.2026.

Therefore, the information is not required to be disclosed under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2026.

BONUS ISSUE

During the FY 2025-26, 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 2025-26. 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 AND 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 time.

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 2025-26.

Further, during the year under review, the Company divested a portion of its shareholding in Booming Investment Advisor Private Limited (formerly known as SPA Investment Adviser Private Limited), resulting in a reduction of its shareholding from 40.20% to 4.95%. Consequently, the Company ceased to exercise significant influence over the said entity, and Booming Investment Advisor Private Limited ceased to be an Associate Company of the Company with effect from the date of such transfer of shares.

DEPOSITS

In FY 2025-26 the Company has not accepted or invited 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).

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 FRN: 510525C, were appointed as Statutory Auditors of the Company at 39 th AGM , shall hold office until the conclusion of 44 th 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, 2026. 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. 7,706/-(in Thousands) for the year ended on March 31, 2026 has not been provided as interest expenses on these loans, which would have decreased the profit by Rs. 7,706/- (in Thousands) for the year ended on March 31, 2026 and also increased the loan liability by same amount.

B. The Company has given loans to various parties, which were outstanding as on 31 st March, 2026 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 of the company is overstated by Rs. 31,420 (in Thousands) on account of non-provision of loss assets and also the provision for loss assets is understated by Rs. 31,420 (in Thousands) and the loan assets are overstated by Rs. 31,420 (in Thousands) for the year ended on March 31, 2026.

Management Response:

Interest of Rs. 7,706/- (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 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 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 202526. 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.

Internal Auditor

Pursuant to provisions of section 138 of the Companies Act, 2013 the Company has appointed M/s.A H P N & Associates, Chartered Accountant, Firm Registration Number - 009452N to undertake the Internal Audit of the Company during the period 2025-26. During the year internal Auditor has no observation.

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

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

CONSERVATION ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

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 are as under:

CONSERVATION OF ENERGY

a) Company ensures that all its operations are 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 conservation 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 2025-26. Therefore, no such disclosure on details of technology imported, year of import and absorption of technology are applicable.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

ANNUAL RETURN

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:/ https://www.spacapital.com/ docs/

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the 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 25-26, the Company does 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.

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 read with rules made thereunder, 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 st March 2026:

Mr. Sandeep Parwal (DIN: 00025803)	Chairman Cum Managing Director
Ms. Honey Parwal (DIN: 00025835)	Non-Executive Director
Mr. Ritesh Tanwar (DIN: 11379708)	Independent Director
Ms. Sugeeta Upadhaya (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 the 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 42 nd 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, 2026, 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
Mrs. Vaishnavi Sharma	Company Secretary & Compliance Officer
Mr. Sumit	CFO

Changes in Directors and KMP

During the year under review;

1. Ms. Vaishnavi Sharma was appointed with effect from 17 th April, 2025.in place of Mr. Manish Kumar druing the year. However, after the closure of the Financial Year, Ms.Vaishnavi Sharma. Tendered her resignation with effect from 27 th August, 2026 from the position of Company Secretary & Compliance Officer of the Company.

2. Mr.Ritesh Tanwar (DIN: 11379708) appointed as an Independent Director with effect from 14 th November 2025 in place of Mr. Mahaveer Prasad Mundhra who has resigned from the position of Independent Director on 14 th November, 2025.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Eight (8) board meetings during the year on 17.04.2025, 29.05.2025,

12.08.2025, 2.09.2025, 06.10.2025, 10.11.2025, 14.11.2025, 12.02.2026 the intervening time gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

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 rules made thereunder and Regulations 16(1) (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 confirmed that they are not aware of any circumstances or situation which 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 are independent of the management and possess highest standards of integrity; requisite expertise and experience (including proficiency) required to fulfil their duties as Independent Directors.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the financial year under review Mr. Ritesh Tanwar appointed as Independent Director with effect from 14 th November 2025 in place of Mr. Mahaveer Prasad Mundhra.

.The Board affirm that the 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 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:

1. Audit Committee

2. Nomination and Remuneration Committee

3. 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, 2026, the Audit Committee comprises of following members:

Mr. Sandeep Parwal	Managing Director
Mr. Ritesh Tanwar	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

The Audit Committee held Six (6) meetings during the year on 29.05.2025, 12.08.2025, 1.09.2025,

06.10.2025, 14.11.2025 and 12.02.2026,within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

As on 31 st March, 2026, the Nomination and Remuneration Committee comprises of following members:

Ms. Honey Parwal	Non-Executive Director
Mr. Ritesh Tanwar	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

The Nomination and remuneration Committee held Two (2) meetings during the year on 06.10.2025 and

14.11.2025, within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

As on 31 st March, 2026, Stakeholders Relationship Committee comprises of following members:

Mr. Sandeep Parwal	Managing Director
Mr. Ritesh Tanwar	Independent Director
Ms. Sugeeta Upadhaya	Independent Director

The Stakeholders Relationship Committee held one (1) meeting during the year on 06.10.2025, within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations.

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-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 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.

PERFORMANCE 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, including but not limited to:

- 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.

WHISTLEBLOWER POLICY

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 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 https: //www.spacapital .com/docs/ 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 2025-26, 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. All related party transactions were placed at 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: https://www.spacapital.com/docs/. 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, 2026, the Company has an investment of Rs51,344/- (in Thousands) and details in accordance with section 186 of the Companies Act 2013 are given in the notes to financial statements. As on March 31, 2025, the Company has granted loan of Rs. 1,00,918/- (in Thousands).

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) and (t) of sub- regulations (2) of Regulation 46and 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/- (Rupees Three Crore Seven Lakh Forty Two Thousand Two Hundred Fifty Only) and Rs 17,83,44,000 (Rupees Seventeen Crore Eighty Three Lakhs Forty Four Thousand 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 2025-2026.

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.

Further, the Company has duly constituted an Internal Complaints Committee in accordance with Prevention of Sexual Harassment of Women at Workplace 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 2025-26, 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, 2026, 5,65,278 Equity Shares stand with the NSDL 19,29,417 Equity Shares stand with the CDSL and 5,79,530 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-I SEBI 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)

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

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

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.

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.

DIRECTORS 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, 2026, 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, 2026 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.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING

LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalization. In compliance with the Regulation 34(f) of the Listing Regulations, the Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2026 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.

ACKNOWLEDGEMENTS

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

Sd/-
Sandeep Parwal
(Chairman cum Managing Director)
DIN: 00025803

Sd/-
Honey Parwal
(Director)
DIN: 00025835

Date: - 04/09/2026
Place: - New Delhi