SPL Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 34th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31st, 2025.

1. Corporate Overview

Your company is a leading exporter of Knitted fabric and Knitted garments. The Company exports its products to United States and European Markets.

2. Financial Flighlights

As mandated by tire Ministry of Corporate Affairs, your company has prepared the financial statement (Standalone) for tire year ended March 31, 2025, in accordance with the Indian Accounting Standards (Tnd AS) notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time. The highlights of financial performance (standalone) of the Company for the Financial Year ended March 31, 2025 is as under:

Particulars	Standalone (In Lakhs)
	For the year ended March 31, 2025	For the year ended March 31, 2024
Sales and other Income
Revenue from operations	13,942.23	19,924.89
Other Income	1,377.38	1,169.19
Total Revenue	15,319.61	21,094.08
Profit Before Interest and Depreciation	1,765.71	2,164.12
Less: Finance Charges	167.39	242.21
Depreciation	303.08	312.52
Profit/Loss before exceptional items and tax	1,295.24	1,609.39
Exceptional items-
Prior period expenses	0.00	0.64
Net Profit Before Tax	1295.24	1,608.75
Less: Tax Expenses	316.09	433.63
Net Profit After Tax	979.15	1,175.11
Share Of Profit/ (Loss) Of Associates	0.00	0.00
Net Profit after share of profit of Associates	979.15	1,175.11
Earnings Per Share	3.38	4.05

3. Financial Performance (Standalone)

On a standalone basis, your Company reported revenue from operations and other income of 15,319.61 lakhs during the year under review, as against 21,094.08 lakhs in the previous financial year. The Net Profit for the year stood at 979.15 lakhs compared to 1,175.11 lakhs in the previous year. The Earnings Per Share (EPS) from continuing operations was 3.38 for the reporting year.

Despite the decline in revenue and profitability, your Company continued to maintain its leadership position across markets and registered strong growth in the garments segment. This performance was achieved amidst persistent inflationary pressures on material costs. The Companys focus on product quality, customer satisfaction, and long-term partnerships has helped sustain confidence among stakeholders.

Your Company remains financially strong and self-reliant in terms of internal fund generation and debt servicing. The management has continued to strengthen operations and sharpen competitive advantages, with the objective of creating long-term value for shareholders. Going forward, your Directors are confident of achieving better performance both operationally and financially, supported by the Companys robust fundamentals, customer-centric approach, and the commitment of its people.

4. Operational Highlights

Tire operations are exhaustively discussed in the Management Discussion and Analysis forming part of the annual report.

5. Dividend and Transfer to Reserve

In order to conserve the resources, your Board has decided not to declare any final dividend for the financial year 2024-25. Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, during the year your company has remained to be a small cap company and hence this regulation does not apply to the Company.

6. Share Capital

Tire paid-up equity share capital as on March 21,2025 was Rs. 29.00 Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.

7. Credit Rating

During the year under review, the provisions relating to credit rating are not applicable to Hie Company, as the Company has not issued any debt instruments, commercial papers, or accepted any public deposits requiring such rating. The equity shares of the Company are listed on the National Stock Exchange & Bombay Stock Exchange, for which no credit rating is mandated under tire applicable laws.

8. Transfer to Investors Education and Protection Fund

Tire Company had no liability to transfer any unpaid/unclaimed equity shares and/or dividends up to the financial year 2017-18 to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of Companies Act 2013.

9. Change in Nature of Business

During the year under review, there was no change in the nature of the business.

10. Listing

Tire Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

11. Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed thereunder.

12. Extract of Annual Return

Pursuant to Sub-Section (3) of Section of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the company for the financial year 2024-25, is available on tire Companys website at https://www.spllimited.com/exchange- disclosures.htm

13. Secretarial Standards

Tire Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

14. Particulars of Loans, Guarantees or Investment by the Company

Tire Particulars of loans, guarantees or investments have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Act, in relation to Loans, Guarantee and Investments, during the FY 2024-25

15. Board of Directors and Key Managerial Personnel (KMP)

Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 (tire Act) and tire Articles of Association of the Company, Mr. Vijay Kumar Jindal (DIN- 00231517) is liable to retire by rotation and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.

Changes during the year

• During the year under review, Mrs. Shashi Agarwal (DIN: 06687549) was appointed as Wholetime Director of the Company for a period of 5 years, who was associated as Director of the company w.e.f September 12th, 2013. Considering her immense business knowledge, leadership, strategic thinking and sound Judgement approach, the Board believed that the continuation of Mrs. Shashi Agarwal as Wholetime Director on the Board of the Company shall strengthen the overall Boards skills and governance, and shall provide continuous benefit to Hie Company. Therefore, basis the recommendations of Nomination and Remuneration Committee and the Board, the shareholders vide their resolution passed in the 33rd Annual General Meeting, have approved the appointment of Mrs. Shashi Agarwal as Wholetime Director of the company, liable to retire by rotation.

• On the recommendations of Nomination and Remuneration Committee and the Board, the shareholders vide their resolution passed in the 33rd Annual General Meeting, have approved the appointment of Mr. Vijay Kumar Jindal (DIN-00231517), who was appointed as Wholetime Director w.e.f September 19, 2020, be and is hereby appointed as Director of the company, liable to retire by rotation.

Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulations 16(l)(b) and 25(8) of SEBI LODR Regulations that they are independent from the Management of the Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014 and has also affirmed that they comply with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them.

During the year under review, a separate Meeting of Independent Directors was held on August 13, 2024.

Details of Key Managerial Personnel (KMP)

Pursuant to section 203 of the Companies Act, 2013, Mr. Mukesh Kumar Aggarwal, Managing Director, Mrs. Shashi Agarwal, Wholetime Director, Mrs. Kornal Adlakha, Chief Financial Officer and Mr. Vishal Srivastava, Company Secretary, are the designated KMP of the Company as on March 31, 2025.

Changes in KMP during the year:

S. No. Name of the KMP	Designation	Changes	Effective Date
1. Mr. Vijay Kumar Jindal	Wholetime Director	Change in Designation	28-09-2024
2. Mrs. Shashi Agarwal	Director	Change in Designation	28-09-2024
3. Mr. Sanjay Gupta	Chief Financial Officer	Resignation	29-10-2024
4. Mrs. Komal Adlakha	Chief Financial Officer	Appointment	08-11-2024

16. Number of Board Meetings

During the year under review, tire Board met 5 times. Tire maximum gap between any two consecutive Board meetings did not exceed 120 days. The details of the Board meetings are set out in the Corporate Governance Report which forms part of this Report.

17. Committees of the Board

The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. Details of the committees, along with their composition, charters and meetings held during the year, are provided in the Corporate Governance Report, forms a part of this Report. During the FY 2024-25, the Board has accepted all the recommendations of its committees.

18. Evaluation of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration and performance evaluation of the directors. As mandated by Section 134 & 178, read with Schedule IV of the Act and Regulation 25 of the SEBI LODR Regulations, the Independent Directors in their separate meeting held on August 13, 2024 have reviewed the performance of NonIndependent Directors, Chairperson and the Board as a whole including review of quality, quantity and timeliness of flow of information between Board and Management.

Further the Board, during the year under review, has also evaluated the performance of the Board, its Committees and all Individual Directors including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the Directors. The Board expressed its satisfaction on the same and is of the opinion that all the independent directors of the company are persons of high repute & possess the relevant expertise & experience in their respective fields.

19. Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business. The policy on Board Diversity is available on the website of the company under following link: https://www.spllimited.com/pdf/policies/ Policy-on-Board-Diversity-and-Director-Attributes.pdf

20. Board Training, Induction and familiarisation of Directors

At the time of appointing a Director, a formal letter of appointment is given, which inter-alia includes the role, function, duties and responsibilities expected from him/her as a Director of the Company and necessary documents, reports and internal policies to enable him/ her to familiarise with the Company and its procedures and practices. Periodic presentations are made at the Board, Committees meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented or circulated to the Board. The Directors are also explained in detail the compliances required from them under the Act, the SEBI Regulations and other relevant Laws and Regulations. The details of familiarisation program for Independent Directors are available in corporate governance report and also disclosed on the Company⁷s website, which forms part of this report.

21. Directors Responsibility Statement

Directors Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2025 is provided below:

a) in the preparation of the Annual accounts for the year ended March 31, 2025, the applicable accounting standard have been followed along with proper explanation relating to the material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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, 2025 and of the profit of the Company for the year ended for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Hie annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

22. Policy on Directors Appointment and Remuneration and other details

Tire Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Act is available on our website https://www.spllimited.com/ policies.htm. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(iii) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to Company⁷s working and its goals.

23. Risk Management Committee

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to the company.

24. Corporate Social Responsibility

Your Company believes in touching some of the important aspects of human life. The Company implements CSR through multiple trust/ societies through which it operates and efforts are revolved around several projects relating to Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year under review. These projects are in accordance with Schedule VII of the Act and its CSR policy.

The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure- A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company are available on following link: https://www.spllimited.com/ policies.htm.

25. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Report which is Annexed as Annexure- B

26. Business Responsibility and Sustainability Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report is not mandatory over your Company, hence the same does not form part of the Directors Report.

27. Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting the business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

Detailed compliances with the provisions of the SEBI LODR Regulations and the Act for the FY 2024-25 are given in Corporate Governance Report as Annexure- C, which forms part of the Annual Report. The certificate of Practising Company Secretary on compliance with Corporate Governance norms is also annexed with the Corporate Governance Report.

28. Vigil Mechanism & Whistle Blower policy

The Company has a Vigil Mechanism & Whistle Blower policy, to report concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or on the email id: cs@spllimited.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible. Tire detailed procedure is provided in the policy and the same is available on official website of the Company at following link: https://www.spllimited.com/policies.htm

During the year under review, there were no instances of fraud reported to the Audit Committee/Board.

29. Related Party Transaction

All transactions or arrangements entered into with the related parties for the year under review were on arms length basis and in the ordinary course of business. During the period under review, the transactions that entered with related parties as required under Section 134 (3) (h) of the Companies Act, 2013 have been disclosed in in Form AOC 2 is enclosed as Annexure- D. The related party disclosures are provided in tire notes to financial statements.

Approval for the transaction(s) which could he considered material in accordance with the applicable provisions of SEBI (LODR) regulation, 2015 have been taken in the 33rd Annual General Meeting of the company held on 28th September, 2024.

All related party transactions are placed before the Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee are being obtained on an annual basis for the transactions which are planned/ repetitive in nature, and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions etc. of the transactions. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the website of tire Company at the following link: https://www.spllimited.com/policies.htm

30. Internal Control System and their adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Internal and operational audit is entrusted with M/s. Vatss & Associates, a Firm of Practicing Chartered Accountants. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Your Companys Financial Statements are prepared on the basis of the Significant Accounting Policies and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation. The Company has a robust Management Information System, which is an integral part of the control mechanism.

Tire Audit Committee of the Board of Directors, Independent Auditors and the Finance department have periodically been appraising the significant internal audit observations and the corrective actions have been taken. The Audit Committee places a key role in providing assurance to the Board of Directors.

Internal financial controls have been discussed under the head MD/CFO Certification in the Corporate Governance Report.

31. No Default to Banks / Financial Institutions

The Company has not defaulted in payment of interest and / or repayment of loans to any of the financial institutions and / or banks during the year under review.

32. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure - E and forms an integral part of this Report.

33. Business Risk Management

Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company believes that managing risk helps in maximizing return. Tire companys approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that tire company is exposed to are:

Tire Company through its Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committees objective is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business.

34. Auditors

a. Statutory Auditors

M/s Raghu Nath Rai & Co., Chartered Accountants (FRN- 000451N), Statutory Auditors of the Company have submitted Auditors Report on the financial statements of the Company for the financial year ended on March 31, 2025. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. The information referred to in the Auditors Report is self-explanatory and do not call for any further comments.

b. Secretarial Auditors

M/s. Agarwal S & Associates, Practising Company Secretaries, have submitted Secretarial Audit Report for the financial year ended on March 31, 2025 and same is annexed as Annexure F and forms part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors Report is selfexplanatory and do not call for any further comments.

c. Internal Auditors

M/s. Vatss & Associates, Chartered Accountants, Internal Auditor of the company have submitted its report for the financial year ended on March 31, 2025. There has been no qualification, reservation, and adverse remark in the report.

35. Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI LODR Regulations, for the FY 2024-25 on compliance with all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from M/s. Agarwal S & Associates, Practising Company Secretaries, and has been submitted to the Stock Exchanges and placed on the website of the Company with following link: https:// www.spllimited.com/exchange-disclosures.htm.

36. Significant & Material Orders passed by the Regulators or Courts

Your company was in receipt of the order dated December 03,2024 from the office of Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi to change the name of the company i.e. SPL Industries Limited (CIN: L74899DL1991PLC062744), pursuant to the sub-section 1(a) of Section 16 of the Companies Act, 2013.

Further, the company had filed a writ petition before the Honble High Court of Delhi on February 19, 2025, challenging the said order on the grounds that the order was passed without due consideration of the date of name change of the company and other relevant facts. The High Court of Delhi at New Delhi vide its order dated 24th February, 2025 directed the respondent not to give effect to die impugned order till die next date of hearing. Now, the matter is adjourned to 31st October, 2025

37. Environment & Safety

The Company is conscious of the importance of environment friendly and safe operations. The companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Act to redress complaints received regarding sexual harassment.

Further, the Company has also complied with all the provisions relating to the Maternity Benefits Acts, 1961

38. Human Resources

Your Company believes that its manpower is an asset for the company and enjoys a strong brand image as a preferred and caring employer. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Value- based HR programmes have enabled your Companys HR team to become strategic partners for the business. Your company laid stress to build a women-friendly workplace by introducing various initiatives for the development of women employees in the organization. Your Company has focused on internal talents and nurtures them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. Your companys initiatives like a hiring freeze at some levels, robust talent review, career development conservations and best-in- class development opportunities, which will help to enhance the employees experience at your Company. Tire Companys Human Resources plays a critical role in your Companys talent management process.

39. Particulars of Employees

The Disclosure as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - G and forms a part of this report.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in Annexure- H and forms a part of this report. If any Shareholder is interested in obtaining information as described under first proviso to the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, he/she may, before the date of forthcoming Annual General Meeting, write to the Company Secretary in this regard.

40. Subsidiaries, Associates and Joint-Ventures

The Company does not have any subsidiary, joint venture, or associate company during the year under review. Accordingly, disclosure in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to the Company.

41. Incremental Borrowings under Large Corporate Framework of SEBI

Pursuant to Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Chapter XII of the NCS Master Circular dated May 22, 2024 relating to Fund raising by issuance of debt securities by large corporates, the framework is not applicable to the company.

42. Certificate of Non-Disqualification

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate confirming non-disqualification of directors of the company forms part of the Corporate Governance Report.

43. 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. there were no frauds reported by the auditors to the Audit Committee or the Board under provisions of the Companies Act, 2013;

B. Issue of equity shares with differential rights as to dividend, voting or otherwise;

C. There were no revisions in the financial statements;

D. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013.

E. Companies are not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

F. Material changes and commitments after the closure of tire financial year till the date of this Report, which affects the financial position of the Company.

All Policies as required under the Act or the SEBI LODR Regulations are available on tire website of the Company i.e. https://www.spllimited. com/policies.htm. Links of the Policies are provided in the Corporate Governance Report, which forms part of this report.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during tire year alongwith their status as at the end of the financial year is not applicable; and

The requirement to disclose tire details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. Acknowledgments

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. Tire Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.

	By order of the Board,
	For, SPL Industries Limited
	Mukesh Kumar Aggarwal
	Managing Director
	DIN 00231651
Place- Faridabad	C-l/4, Sector-11, Faridabad
Date- September 03, 2025	Haryana -121007