SPA Capital Services Ltd Directors Report

For the Financial Year 2024-25

(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 41st Board Report of SPA Capital Services Limited ("the Company) along with the Audited Financial Statements for the Financial Year (FY) ended March

31,2025.

FINANCIAL RESULTS

The summary of the Companys financial performance, for the Financial Year ("FY") 2024-25 as compared to the previous FY 2023-24 is given below:

Particulars	Year 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 Companys 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.

STATE OF COMPANYS AFFAIRS

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)

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 die 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.

DIVIDENT

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,

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.

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.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 50,000,000/- (Rupees Five Crore Only⁷). 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 Fifty⁷ Only⁷) divided into 30,74,225 (Thirty⁷ Lakh Seventy Four Thousand Two Hundred Twenty Five) shares of Rs. 10/- (Rupees Ten each) each.

During the year, the Company⁷ has not made any⁷ alteration in share capital of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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.

EMPLOYEE STOCK OPTION SEHEME

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.

BONUS ISSUE

During the FY 2024-25, 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 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.

INTERNAL CONROL 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 CONROL

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 die Company

CASH FLOW ANALYSIS

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.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does 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%.

DEPOSITS

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 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 FRN: 510525C, Statutory Auditors of the Company, shall hold office until the conclusion of 44^th AGM of the Company.

The Auditors 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, w hich constitute a departure from the Accmal basis of accounting. The companys 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^sl 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 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 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 are 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 are no such frauds reported by the auditor, which arc committed against the Company by officers or employees 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 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 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 fonn MGT-7 is uploaded on the website of the company i.e. https://www.spacauital.com/CapitalServices/.

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 24-25, the 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, with an optimum combination of Executive, Non-Executive and Independent Directors. The Boards actions and decisions are aligned with the Companys best interests.

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

Mr. Sandeep Parwal (DIN: 00025803)	Chairman Cum Managing Director
Ms. Honey Parwal (DIN: 00025835)	Non-Executive Director
Mr. Mahaveer Prasad Mundhra (DIN: 00642941)	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 41^St 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. 2025, 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. 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 the 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 Eidepcndent 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(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 continued that they arc 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 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 the 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 has constituted/re-constituted various Board level committees in accordance with the 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 the Board meeting, or whenever the 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 3 l"¹ 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 l^sl March, 2025, Stakeholders Relationship Committee comprises of following members:

Mr. Sandeep Parwal	Managing Director
Mr. Mahavecr Prasad Mundhra	Independent Director
Ms. Sugeeta Upadhaya	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 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 arc also provided prcscntations/booklcts about the business and operations of the Company.

The Directors arc 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 perfonnance 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

• Carry ing 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 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 Companys policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the companys website http://www.spacapital.com/CapitalScrviccs/and annexed with the Directors Report which forms part of the Annual Report as Annexure II.

All related party transactions entered into by the Company during the financial year were at arms 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 were 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 review and approval. Your Companys policy on related party transactions, as approved by the Board, can be accessed at: http:www.spacapital.com/CanitalSenices/. 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. However, 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.

As on March 31, 2025, the Company 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 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.

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.

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 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 arc 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 Companys 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.

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 by⁷ 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 every⁷ 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 Company⁷ has duly⁷ constituted an Internal Complaints Committee in accordance with Prevention of Sexual Harassment of Women at Workplace Act, 2013

During the FA⁷ 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 companys operations.

Companys shares are listed on BSE. As on March 31, 2025, 5,65,528 Equity⁷ Shares stand w^rith 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 Depositor) 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 Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent.

The Companys 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 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.

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility statement, the Directors confinn 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 die 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 odicr 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 the Financial Year raider 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 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(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.