Spinaroo Commercial Ltd Directors Report

PERFORMANCE OVERVIEW

Your Company continued to demonstrate operational resilience during the year despite a challenging business environment marked by elevated raw material costs and global geopolitical uncertainties. Revenue from operations remained largely stable at 3,926.78 Lacs as compared to 3,931.47 Lacs in the previous year, reflecting the Companys ability to sustain business volumes and maintain customer relationships in a volatile market environment.

Profitability during the year was impacted primarily on account of higher input costs and pricing pressures across the industry, resulting in a net profit of 53.63 Lacs as against 143.83 Lacs in the previous year. However, the Company continued to focus on operational efficiencies, strategic sourcing initiatives and product mix optimization to strengthen its long-term business fundamentals.

The Company remains committed to enhancing operational performance, improving margins and capitalizing on emerging growth opportunities through continued investments in capacity, technology and value-added offerings.

NATURE OF BUSINESS

The Company is one of the high quality Manufacturers of Aluminum Foil Container, Aluminum Home Foil, Paper Cup, Raw Material for Paper Cups viz. paper coating, printing, blanking etc. The Company also deals in wide range of Paper Cup related Machinery like High-Speed Paper Cup Making Machine, Flexo Printing Machine, Automatic Roll Die Cutting Machine etc. with full end to end support.

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company wasincreased from Rs. 7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 (One Seventy Lakhs) Equity Shares of Rs. 10/- each to Rs. 9,00,00,000 (Rupees Nine Crores Only) divided into 90,00,000(Rupees Ninety Lakhs Only) Equity Shares of Rs. 10/- each.

DIVIDEND

After a thorough review of the companys financial position and in light of our strategic plans for expansion and growth, the Board of Directors has concluded that it would be prudent to conserve resources at this juncture. Therefore, it has been decided not to recommend a dividend for the financial year 2025-26.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount tothe reserves for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the company during the financial year, were in theordinary course of business and were on an arms length basis.

The Policy on Related Party Transaction is available on our website https://spino.co.in/

Details of the related party transaction made during the year are attached “Annexure-A” in form AOC-2 for your kind perusal andinformation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of theAct are not applicable to the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as “Annexure- B” to this report.

SUBSIDIARY COMPANY, JOINTVENTURES AND ASSOCIATE COMPANIES

The Company doesnt have any subsidiary, joint venture or associates of any company as on 31st March, 2026, pursuant to Section 129(3) of the Companies Act, 2013 (hereinafter referred to as ‘the Act) read with Rule 5 of theCompanies (Accounts) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors Report.

RISK MANAGEMENT

Your Company actively stimulates entrepreneurship throughout the organization and encourages its people to identify and seize opportunities. The current economic environment, in combination with significant growth ambitions of it, carries an evolving set of risks. Your Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall strategy. This section provides an overview of the key strategicrisks and control framework, and its approach to risk management.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Corporate Social Responsibility is not applicable to the Company as per Section 135 of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

As on 31^st March, 2026, the Board consisted of five (5) Directors comprising of two Independent Directors including a woman Director, namely, Mr. Rajesh Kumar Murarka (DIN: 10670428) and Mrs. Shikha Gupta (DIN: 10654047), one (1) Non-Executive Non-Independent Director, Mr. Pushp Deep Rungta (DIN: 10637697) and Two (2) Executive Directors, namely, Mr. Aditya Todi (DIN: 01914193), Mr. Amit Sultania (DIN: 00548098).

The position of the Chairman of the Board and the Managing Director are held by the same individual, Mr. Aditya Todi, Executive director is the Chairman of the Board. The profile of all the Directors can be accessed on theCompanys website at https://spino.co.in/

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

KEY MANAGERIAL PERSONNEL

Mrs. Ankita Periwal has tendered her resignation as the Company Secretary andCompliance Officer (Key Managerial Personnel) of the Company and has requested to be relieved with effect from the end of working hours of 25th July, 2025. The same has been accepted by the Board.

Mrs. Megha Khanna was appointed as the Company Secretary and Compliance Officer of the Company with effect from 25^th July, 2025. Mrs. Megha Khanna is designated asCompany Secretary and Compliance Officer of thecompany.

In terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Key Managerial Personnel the Company as at 31^st March, 2026:

DECLARATION BY INDEPENDENTDIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act, 2013.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank ofIndependent Directors as being maintained by theIndian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified the online proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and areindependent of the management.

MEETING OF THE INDEPENDENTDIRECTORS

The Independent Directors of the Company met separately on 15^th May, 2025, without the presence of Non-Independent Directors and members of management. Mr. RajeshKumar Murarka designated as the lead independent director, chaired the Independent Directors meeting. The following matters were, inter alia, reviewed and discussed in the meeting:

Performance of Non-Independent Directors and the Board of Directors as a whole.

Performance of the Chairman of the Company after taking into account the views of Executive Directors.

Assessment of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that for theyear ended March 31, 2026:

in the preparation of the Annual Accounts for the year ended 31st March, 2026 the applicable accounting standards have been followed and there are no material departures from the same;

they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of state of affairs of the Company as of 31st March, 2026 and of the profit of the Company for that period;

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities;

they have prepared the annual accounts ongoing concern basis;

they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemsare adequate and operating effectively.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All the new Directors inducted on the Board are provided a formal orientation programme to acquaint them with the Companys background history, milestones, nature of industry, product offerings, businesses, policies of the Company, structure of the board and committees. The Managing Director of the Company also has a one to one discussion with the newly appointed Director to familiarize him with the Companys culture.

Further, at regular intervals familiarization programs are arranged wherein Independent Directors are informed about business strategy, business operations, market share, financial parameters, regulatory and business scenario of the industry, changes in business model and are provided with all necessary updates, documents, reports, policies to ensure that the Independent Directors are properly aware about the business and performance of the Company from time to time. Such programmes provide an opportunity to the Directors to understand the business and strategy of the Company in detail. Significant statutory updates are circulated on a regular basis through which all the Directors are made well versed with all the significant regulatory developments and amendments in the corporate sector.

During the year, one familiarization programme was conducted on 17th September, 2025, at Kolkata. The details of policy is uploaded on the website of the company at https://spino.co.in/investor/

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and early detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Companys internal control systems commensurate with the nature of its business and the size and complexity of its operations.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the company.

BOARD MEETINGS

The Board met 8 (Eight) times during the Financial Year 2025-26:

04^th April, 2025, 12^th May, 2025, 29^th May, 2025, 25^th July, 2025, 15^th September, 2025, 11^th November, 2025, 16^th January, 2026 and 14^th February, 2026.

The meetings were held both physically and virtually in accordance with the applicable provisions of the Act. The details relating to attendance of Directors in each board meeting held during the Financial Year 2025-26 have been provided below:

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have anappropriate structure for discharging its responsibilities.

A. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions ofSection 177 of the Act and Regulation 18 of the Listing Regulations and comprises of four directors outof which three are Independent Directors. The Chairman of the Committee is an Independent director. All the members of the Committee are financially literate and experienced and bring in the specialized knowledge and proficiency in thefields of accounting, audit, finance, taxation, ban compliance, strategy and management. Thecompany secretary will act as secretary to the committee.

The Audit Committee acts as a link between the management, the Statutory, Internal Auditors and the Board and plays a pivotal role in reviewing the Companys financial information, audit and accounting matters, internal control measures, related party transactions, functioning of whistle blower mechanism, evaluation of internal financial controls and risk management systems and policies.

During the financial year 2025-26, the Audit Committee met 4 (four) times on 29thMay, 2025, 25th July, 2025, 11th November, 2025 and 14th February, 2026 and the maximum interval between any 2 (two) consecutive meetings was well within the maximum allowed gap of 120 (one hundred and twenty) days. All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.

The composition of Audit Committee and the details of meetings attended by the members are given below:

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted in accordance with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The Committee comprises of three Independent directors.

The Nomination and Remuneration Committee inter-alia oversees the Companys nomination process including succession planning for the senior management and the Board and recommend a policy for their remuneration.

The Committee also plays the role of Compensation Committee and is responsible for administering the Employee Stock Option Plan of the Company.

During the year, 2 (two) Nomination and Remuneration Committee meetings were held on 25^th July, 2025 and 15^th September, 2025. All the Directors were present in the committee meeting. The composition of Nomination and Remuneration Committee and the details of meetings attended by the members are given below:

C. STAKEHOLDERS RELATIONSHIPCOMMITTEE

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations. The Committee comprises of three directors, two being executive and one Independent. The Company Secretary acts as Secretary to the Committee.

Mrs. Megha Khanna, Company Secretary is acting as the Compliance Officer of the Company in terms of Regulation 6 of the Listing Regulations. M/s. Niche Technologies PrivateLimited acts as the Registrar and Share Transfer Agent of the Company.

As a measure of speedy redressal of investor grievances, the Company has registered on SCORES (SEBI Complaints Redress System) platform, a web based centralized grievance redress system set up by SEBI to capture investor complaints against listed companies. There were three complaints registered on Scores Portal, which were duly resolved. There were no pending complaints at the end of financial year 2025-26.

During the year, 2 (two) Stakeholders Relationship Committee meeting was held on 25^th July, 2025 and 14^th February, 2026. All theDirectors were present in the committee meeting.

The composition of Stakeholders Relationship Committee and the details of meetings attended by the members are given below:

D. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A

DIRECTOR

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The same is available at https://spino.co.in/investor/

VIGIL MECHANISM/WHISTLEBLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://spino.co.in/investor/

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and nocase was reported under the Policy during the year.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENTPERSONNEL

The Companys Policy on nomination and remuneration of Directors and KMP is available on the website of the Company athttps://spino.co.in/investor/

CORPORATE GOVERNANCE

The Company has devised propersystems to ensure compliance with the provisionsof all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

AUDITORS & AUDIT REPORTS

Statutory Auditors and AuditorsReport

M/s R.K. Banka & Co., Chartered Accountants (Firm Registration No. 320314E) as the Statutory Auditors of the Company to hold office for a term of 5 consecutive years in the Annual General meeting held in 2022, till the conclusion of Annual General Meeting of the Company to be held on 2027.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board had appointed Ms. Harsha Pugalia, Practicing Company Secretary as Secretarial Auditor of the Company, for the a period of five year i.e., 1st April 2025, to 31st March 2030, subject to the approval of shareholders at ensuing Annual General Meeting. The Secretarial Audit Report for FY 2025-26 in form MR-3 is annexed to this report as“Annexure- C.”

There are no significant or material qualifications, reservations or adverse remarks or disclaimer in the Secretarial Audit Report.

Internal Auditors

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Harsh Satish Udeshi, Chartered Accountant conducted the internal audit of the Company for the FY 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances offraud committed against the Company as requiredto be reported under Section 143 (12) of the Act.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are notapplicable for the business activities carried out bythe Company.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2026, is also available on website of the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2026, there were no deposits lying unpaid or unclaimed.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2025-26, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and GeneralMeetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. The core focus of the Company has been on improvement and upliftment of the employees through continuous training & development programmes. The human resource department of the Company through its persistent efforts strives to achieve amicable working and industrial relations as a result of which the employee relations remained cordial throughout the year.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGAND OUTGO

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo

a) Conservation of Energy:

b) Technology Absorption, Adaptation and Innovation:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companys operations do not require significant import of technology.

c) Foreign Exchange Earning andOutgo:

There were no Foreign Exchange Inflow and Foreign Exchange Outflow during the year under review.

GENERAL DISCLOSURES

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026:

No material changes and commitments affecting the financial position of the Company have occurred between the close of the financial year to which the Financial Statement relate till the date of this report.

During the Financial Year, no significant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Companys operation in future.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The Company serviced all the debts & financial commitments as and when they became due and no settlements wereentered into with the bankers.

The Company has compliedwith provisions relating to the Maternity Benefits Act, 1961.

ANNEXURES FORMING A PART OF THIS REPORT

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.