SPML Infra Ltd Directors Report

Financial Performance on Standalone basis, the Operating

Revenue of the Company for the financial year ended 31^st March, 2025 stood at RS 77,063.58 Lakh as compared to RS 131,838.40

Lakh in the previous year. The Net Profit for the financial year is RS 4,927.76 Lakh over the previous year Net profit ofRS 1951.62 Lakh

On Consolidated basis, the Operating Revenue of the Company for the financial year ended 31 ^st March, 2025 stood at RS 77,063.58 Lakh as compared to RS 131,896.68 Lakh in the previous year. The Consolidated Net Profit in Financial Year 2024-25 is

RS 4,793.12 Lakh as compared to Net Loss of RS 160.62 Lakh in the previous year

SPML Infra Limited is a distinguished infrastructure development company with over four decades of expertise across power, water, environment, and technology sectors. With a pan- India presence, SPML has successfully executed over 700 projects, creating critical infrastructure, including drinking water facilities, wastewater treatment, integrated sewerage networks, municipal waste management, power transmission & distribution, substations, rural electrification, and smart city solutions. As Indias leading water management company, SPML has contributed immensely to providing clean drinking water to over 50 million people across urban and rural areas. SPML is ranked 14^th among the Worlds Top 50 Private Water Companies as per Global Water Intelligence

(GWI), London survey and is recognized as one of Indias 10 Best Infrastructure Companies. As a publicly listed, ESG-compliant company, SPML Infra continues to drive innovation and growth in Indias infrastructure landscape.

Indias BESS sector is poised for rapid growth, with capacity expected to rise from under 0.2 GW to 66 GW by 2032, driven by renewable energy integration and grid reliability needs. SPML Infras strategic entry into this space aligns with national priorities and leverages its proven EPC expertise.

To strengthen capabilities, SPML has signed an exclusive technology transfer agreement with Energy Vault (NYSE:NRGV), a global leader in sustainable energy storage. This partnership brings advanced B-VAULT BESS and VaultOS EMS software to India, enabling localized manufacturing and deployment in to enhance grid stability and accelerate clean energy adoption.

The agreement targets deployment of 500 MWh in the next 12 months and 30–40+ GWh over the next 10 years, positioning SPML as a key player in Indias energy transition. With over 1.5 GWh B-VAULT systems already deployed globally, Energy Vaults track record and SPMLs market reach create strong synergies.

This alliance enables SPML to offer integrated power and storage solutions, providing a competitive edge in large EPC tenders as storage becomes essential to project viability.

During the financial year under review, the Company executed

Master Restructuring Agreement (MRA) with India Debt Resolution Company Ltd. (IDRCL), acting as the attorney of National Asset Reconstruction Company Ltd. (NARCL), following the assignment of the entire credit facilities by all erstwhile lenders to NARCL Pursuant to this, the Company successfully facilitated the withdrawal of all pending applications filed by the erstwhile lenders before the National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT).

In line with the terms of the MRA, the remaining unsustainable debts have been written off, following compliance with agreed conditions. Additionally, the balance value of Non-Convertible Debentures (NCDs) after conversion into equity shares as stipulated has been fully redeemed, post appropriation of the identified repayments under Sustainable Debt, without further financial outflow under this account

In Financial Year 2024–25, the Company has already repaid

RS 290 crore towards Sustainable Debts. These repayments have been funded primarily from the proceeds of the Vivad Se Vishwas Scheme II and through the sale of immovable properties of the Company. The remaining repayment obligations are expected to be met through identified sources including realization from arbitration awards and claims and improvement in liquidity from fund infusions and internal accruals. These developments provide a strong foundation to pursue the early repayment option of RS 700 crore under the Sustainable Debt structure.

The Company is pleased to report that NARCL has exhibited strong confidence in the Companys turnaround potential by executing its first acquisition and resolution outside the NCLT framework, marking a significant milestone in the Companys restructuring journey and affirming the credibility of its revival strategy.

To cater to the need of working capital requirements and other operational efficiencies, the Board of Directors expresses their view to retain the profit into the Company and therefore, do not recommend any dividend for the financial year 2024-25

The Board of Directors has decided to retain the entire amount profit profits and loss account and hence no amount has been transferred to reserves

Company has not accepted any Deposit from the Public in terms of the provisions of Section 73 of the Companies Act, 2013 read along with the Companies (Acceptance of Deposits) Rules, 2014 including any amendment thereto and as such there is no amount of principal or interest was outstanding as on 31^st March 2025.

During the financial year under review, the Company issued allotted 338,545 equity shares of face value RS 2/- each to eligible employees upon exercise of stock options granted under the SPML Scheme, 2021. These shares were allotted at an exercise price of RS 31.20/- per share, aggregating to RS 105.52 lakh.

Pursuant to the approval of the shareholders at their meetings held on 26^th April 2024 and 20^th September 2024, the Company issued and allotted 10,030,636 and 8,761,817 equity shares of face value RS 2/- each under the preferential allotment mechanism. These shares were allotted to promoters, non-promoters, and lenders at an issue price of RS 118.56/- and RS 215/- per share respectively, aggregating to RS 30,730.23 lakh. The allotments were made by way of fresh fund infusion and conversion of outstanding loans.

In addition, the Company issued and allotted 7,158,823 and 7,334,844 warrants at issue prices of RS 118.56/- and RS 215/- per warrant respectively. Each warrant is convertible into one equity share at the respective issue price, within 18 months from the date of allotment. At the time of subscription and allotment, 25% of the warrant issue price was received. The remaining 75% is payable by the warrant holders at the time of exercising their right to convert the warrants into equity shares.

Out of the total warrants issued, 3,391,391 warrants were converted into equity shares of face value RS 2/- each at a price of

RS 118.56/- per share during the financial year.

As on 31^st March 2025, the issued, subscribed, and paid-up equity share capital of the Company stands at RS 1,430.01 lakh, comprising 71,500,315 equity shares of face value RS 2/- each.

As of 31^st March, 2025 the Company has two (2) wholly owned

Subsidiaries, Six (6) Associates and five (5) joint ventures.

During the financial year under review, SPML Infrastructure

Limited, wholly owned subsidiary of the Company, ceased to be the subsidiary of the Company following the preferential allotment of equity shares by SPML Infrastructure Ltd to certain investors. As a result, the subsidiaries of SPML Infrastructure Ltd ceased to be the step-down subsidiaries of the Company. Further, pursuant to the additional allotment of equity shares to certain investors, Madurai Municipal Waste Processing Company Pvt. Ltd. has been reclassified from a Subsidiary to an Associate of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the performance and financialposition of each of the Subsidiaries,

Associates and Joint Ventures in the prescribed Form AOC-1 forms part of the Companys Annual Report.

In accordance with the provisions of Section 136 of the Companies Act 2013, the Financial Statements consisting of the consolidated financial are available on the Companys website and can also be accessed electronically during working hours until the date of the Annual General Meeting.

The Policy for determining the "Material Subsidiaries" in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available o n website at https://www.spml.co.in/Download/Policies/policy-on-determining-material-subsidiary.pdf

The Board of Directors at their meeting held on 30^th May, 2024, upon recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Manoj Kumar Digga (DIN: 01090626) as an Executive Director of the Company for a period of 5 years with effect from 30^th May, 2024. Subsequently, the Shareholders by way of postal ballot has approved the appointment of Mr. Manoj Kumar Digga ((DIN: 01090626) as an Executive Director of the Company for a period of 5 (Five) consecutive years with effect from 30^th May, 2024 to 29^th May, 2029, liable to retire by rotation.

During the financial year under review, Mr. Prem Singh Rana has completed his second term of five years and Mrs. Singh has completed her first term of five years and expressed her unwillingness to continue and accordingly both Directors ceased to be Independent Director of the Company with effect from 21^st September, 2024.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 21^st September, 2024 appointed Mr. Mahendra Pal Singh (DIN: 10782709) and Mrs. Neeta Karmakar (DIN: 08730604), as

Additional Directors in Independent category for the term of 5 (five) consecutive years from 21^st September, 2024 to 20^th September, 2029. Further, shareholders by way of postal ballot dated 20^th December, 2024 approved the appointment of Mr. Mahendra Pal Singh and Mrs. Neeta Karmakar as Independent Directors, not liable to retire by rotation, for the aforementioned term.

On the recommendation of India Debt Resolution Company Ltd (IDRCL) an exclusive resolution entity of National Assets Reconstruction Company Ltd (NARCL), the Nomination and Remuneration Committee proposed the appointment of Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380) as a Nominee Director on the Board. Accordingly, the Board of Directors at its meeting held on 24^th October, 2024 has appointed Mr. Tharuvai Venugopal Rangaswami as a Nominee Director representing NARCL. Further, shareholders by way of postal ballot dated 20^th December, 2024 approved the appointment of Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380) as a Nominee Director, not liable to retire by rotation, for the aforementioned term.

Further, the Board of Directors at its meeting held on 30^th December, 2024 has re-appointed Mr. Subhash Chand Sethi, as Chairman and Whole Time Director of the Company for the statements,allrelevantAnnexures and AuditorsReport further period of 2 years w.e.f 01^st January, 2025 which was subsequently approved by the Shareholders via postal ballot dated 04^th February, 2025.

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 & the Rules framed thereunder and the Articles of Association of the Company, Mr. Sushil Sethi (DIN No.:00062927), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for reappointment. A resolution seeking members approval for his reappointment along with his brief resume and other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the Annual General Meeting.

The Company firmly believes that a well-diversified Board enhances the quality of decision- making by drawing on a wide range of skills, qualifications, professional experiences, ethnic backgrounds, and other unique attributes of its members. Board diversity is viewed as essential for ensuring effective corporate governance, driving strong business performance, fostering sustainable and balanced growth, and monitoring the effectiveness of the Companys policies and practices.

PavitraJoshi To this end, the Board comprises individuals with extensive industry knowledge and expertise, ensuring a balanced and competent leadership team that acts in the best interests of the Company and its stakeholders

Pursuant to the Regulation 19(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of the Company has adopted a Policy on diversity of Board of Directors. The said policy is available on the website of the company at https://www.spml.co.in/Download/Policies/ policy-on-board-diversity.pdf

In accordance with Regulation 19(4)and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable provisions of the Companies Act, 2013, the Board carried out its annual performance evaluation. This included an assessment of the functioning of the Board as a whole, the performance of individual Directors, and the effectiveness of its various Committees.

The Nomination and Remuneration Committee laid down the criteria and process for evaluating the performance of the Board, its Committees, and the individual Directors.

In a separate meeting, the Independent Directors evaluated the performance of the Non- Independent Directors, the Board as a whole, and its Committees. They also reviewed the performance of the Chairman, taking into account the views and feedback from both Executive and Non-Executive Directors.

The evaluation of the Board has been carried out based on various parameters, including the structure and composition of the Board, attendance of Directors, their independence in relation to the management, active participation in Board and Committee meetings, and the functioning and effectiveness of key Committees

In compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has implemented a structured Familiarization Program for its Independent Directors. This program is designed year and of theto provide insights into their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, the Companys business model, strategic priorities, and operational structure, and any other relevant matters, as and when required.

The familiarization initiatives are conducted through various means, including presentations, briefings, site visits, and periodic interactions with senior management, to ensure that Independent Directors are well-informed and effectively equipped to contribute to the Companys governance and strategic direction.

The Policy on Familiarization programs for independent directors adopted by the Board is also available on the companys website at www.spml.co.in

During the financialyear under review, the Board met eleven (11) times, the details of the Meetings of the Board held during the financial year 2024-25 are given under the section Corporate

Governance Report which forms the part of this report.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the Company has been convened on 26^th March, 2025 to review the matters as laid down in the aforesaid Schedule and Regulations.

In terms of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Company has received the requisite declaration from each of the Independent Directors of the Company specifying that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with Regulations 16 and 25 of the SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all its Independent

Directors confirming that they have complied with the Code for

Independent Directors as prescribed under Schedule IV of the Companies Act, 2013, as well as the Code of Conduct for Directors and Senior Management Personnel of the Company

In terms of the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your Directorsherebyconfirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed ;

b) that we 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 at the end of the and loss of the Company for financial the period under review;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) that proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financialcontrols are adequate and were operating effectively.

Pursuant to provision of Section 92 of the Companies Act, 2013 read along with Rule 12 of the Company (Management & Administration) Rules, 2014 including any amendment thereto, the Annual Return for the Financial Year ended 31^st March, 2025 is available on the website of the Company at https://www.spml. co.in/Investors/AnnualReturns

In compliance with Section 139 of the Companies Act, 2013 of read with Rules made thereunder, at the Annual General Meeting held on 26^th September, 2022, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata were reappointed as Statutory Auditor of the Company for a second term of five years to hold office from the conclusion of 41 ^st Annual General Meeting till the conclusion of the 46^th Annual General Meeting of the Company to be held in the Calendar Year 2027.

The Statutory Auditors Report on the Standalone and Consolidated financial statements of the Company for Financial Year 2024-25 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark or disclaimer year 2024 25, all related party made by the Statutory Auditors in their report.

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, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of the company had appointed M/s MKB & Associates; Company Secretaries as

SecretarialAuditortoconductthesecretarialauditforthefinancial year 2024-25. The Secretarial Audit Report for the Financial Year ended 31^st March, 2025 in Form MR-3 is annexed to the Directors Report Annexure - I and forms part of this Report. The report is self explanatory and require no additional explanation.

Furthermore, upon the recommendation of the Audit Committee, pursuant to Regulation 24A, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circulars issued thereunder and any amendment thereto, the Board of Directors of the Company have appointed M/s MKB

& Associates. Practicing Company Secretaries; having Firm Registration No. P2010WB042700; Peer Review No. 6825/2025 for the first term of five consecutive years, commencing from financialyear 2025-26 till financial approval of the shareholders of the Company in the ensuing AGM.

Pursuant to Section 138 of the Companies Act 2013 & rules made thereunder, M/s Ernst & Young LLP; acts as Internal Auditor of the Company to conduct the Internal Audit for the financial

2025-26.

The Board had appointed M/s A. Bhattacharya & Associates, Cost Accountants, as Cost Auditors for conducting the audit of Cost

Records of the Company for the financial

Auditors have conducted the audit of Cost Records for the year ended 31^st March, 2025 and have submitted their report, which is self explanatory and does not call for any further comments.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board re-appointed M/s A. Bhattacharya & Associates, Cost Accountants, as Cost Auditors to conduct Cost

Audit for the financial year 2025-26 and their remuneration have the Shareholders. alsobeenrecommended for the ratification

In compliance with the requirements of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Companies Act, 2013, the Company has formulated a policy on Related Party Transactions. The Related Party Transaction Policy is available on the website of the Company at https://www.spml.co.in/Download/Policies/policy-on-related- party-transactions.pdf.

During the financial entered into by the Company were approved by the Audit Committee and were conducted at arms length and in the ordinary course of business. Prior omnibus approvals were also obtained from the Audit Committee for transactions that are repetitive in nature and carried out in the ordinary course of business and on an arms length basis.

Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Company obtained the approval of its Members through an ordinary resolution passed via postal ballot, the results of which were declared on 23^rd March, 2025, for entering into material related party transactions with JWIL Infra Ltd, entity having significant influence, and classified as related party of the Company. Accordingly, the details of the material related party transactions entered into during the financial year have been disclosed in Form

AOC-2, which forms part of this Report as Annexure-II.

Details of related party transactions entered into by the Company, as required under Ind AS 24 Related Party Disclosures, have been provided in the notes to the standalone and consolidated financial statements, which form an integral part of the Annual Accounts for the financial year 2024 25.

A Corporate Social Responsibility (CSR) Committee has been duly constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The requisite details as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, including the composition of the CSR Committee and the Annual Report on CSR activities for the financial year ended 31^st March, 2025 are appended as Annexure- III. to this Report. The CSR Policy is available on the website of the Company at https://www.spml.co.in/Download/ Policies/corporate-social-responsibility-policy.pdf.

In accordance with the provisions for the calculation of Corporate Social Responsibility (CSR) obligations under the Companies Act,

2013, the Company had a negative average net profit for the three immediately preceding financial years. Accordingly, the Company was not required to incur any expenditure towards CSR activities during the financial

Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, and Corporate Social Responsibility Committee. The details pertaining to such Committees are provided in the Corporate Governance Report, forming part of this report.

The Board of Directors has established a framework of internal financial controls to be followed by the Company. These controls are designed to be adequate and are operating effectively. The systems implemented are embedded within the Companys operations and are functioning efficiently. The Company has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of its business. These include adherence to corporate policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

In accordance with the requirements of Section 177(9) and (10) of the Companies Act, 2013, read with the Companies (Meetings of the Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy establishing a Vigil Mechanism. This mechanism provides a formal channel for directors and employees to report concerns related to fraudulent financial or other information, unethical behavior, suspected or actual fraud, or violations of the Companys Code of Conduct or Ethics Policy.

The Policy ensures adequate safeguards against victimization of individuals who use this mechanism and also allows for direct access to the Chairman of the Audit Committee. The Audit Committee periodically reviews the functioning of the Vigil Mechanism to ensure its effectiveness. The Whistle Blower Policy is available on the Companys website at https://www.spml.co.in/ Download/Policies/whistle-blower-policy.pdf.

During the financial year, no complaints/grievances were under the mechanism.

The Board of Directors has formulated a Risk Management Policy that outlines a structured approach for identifying, assessing, and mitigating risks that, in the Boards opinion, may pose a threat to the Companys existence. The management is responsible for implementing this policy and does so by continuously reviewing, monitoring, and controlling risks within a well-defined

framework as set out in the Risk Management Policy. The Risk Management Policy is available on the Companys website at https://www.spml.co.in/Download/Policies/risk-management-2024 25. policy.pdf.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and exchange Board of India (Listing Obligations and disclosures Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans, Guarantees and Securities as on 31^st March, 2025 forms part of notes to the standalone financial statements and are are provided in this Annual Report.

The policy of the Company on Directors Appointment and

Remuneration including qualification, positive attributes and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration and other matters as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on our website at www.spml.co.in

We further affirm that the remuneration paid to the directors is as per the terms laid down in the Nomination and Remuneration Policy.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the inclusion of Business Responsibility and Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization calculated ear. y as on 31^st Marchofeveryfinancial

Further, the remaining listed Companies may voluntarily disclose the Business Responsibility and Sustainability Report as part of the Annual Report. Therefore, the Company has voluntarily prepared the Business Responsibility and Sustainability Report

(BRSR) for the financial year 2024-25 is annexed as Annexure-IV to this report.

During the financial year under review there have been no material filed changes and commitments affecting the financial position of the

Company which occurred between the end of the Financial Year of the Company as on 31^st March 2025 and the date of this report.

During the financial year under review the Regional Director of Northern Region approved the shifting of the Companys registeredoffice the union Territory of Delhi to the State of West Bengal. The new registered office of the Company is now located at 22, Camac Street, Block-A, 3^rd Floor, Kolkata- 700016, West Bengal.

There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of the company.

Investor Education and Protection Fund (IEPF)

Pursuant to Provisions of Section 124 of the Companies Act 2013 read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividends, which remains unpaid or unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government.

Further, the Company is also required to transfer all the shares in respect of which dividend has not been paid or claimed for Seven (7) consecutive years or more to the Demat Account created by the IEPF Authority. However, in case if any dividend is paid or claimed for any year during the said period of Seven (7) consecutive years, the shares in respect of which dividend is so paid or claimed shall not be transferred to the demat account of IEPF.

During the financial for transfer to IEPF.

In compliance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations,

2021, the Companies Act 2013 read with the rules made thereunder, Nomination and Remuneration Committee of the Board of Directors of the Company administered and implemented the Companys Employee Stock Option Scheme (ESOP-2021).

Pursuant to Employee Stock Option Scheme- 1^st tranche, 338,545 equity Shares were allotted to the eligible employees of the

Company during the financial year under review.

With regard to the above, the disclosures as stipulated under the SEBI Regulations as on 31^st March 2025 are provided in Annexure- V to this report.

The Company has obtained Secretarial Auditors certificate to the effect that the ESOP – 2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India viz. SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings.

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the

Company or to the Central Government during the financial year under review.

In terms of the Regulation 34(2) (e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Report on Management Discussion and Analysis forms part of the Annual Report.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance has been incorporated in the Annual Report.

A certificate from the auditors of the company regarding compliance with the conditions of Corporate Governance also forms part of the Annual Report.

During the financial year under review the relations with the employees have been cordial. Your directors place on record their sincere appreciation for services rendered by the employees ofyear2024-25,there are no sharespending the Company.

SPML is committed to maintaining a workplace free from any form of sexual harassment and follows a strict zero-tolerance policy in this regard. The Company has implemented a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, as amended from time to time.

The Company has duly constituted an Internal Complaints Committee (ICC) in compliance with the requirements of the aforementioned Act to address and redress complaints of sexual harassment, if any.

The status of complaints received, disposed of and pending during the FY 2024-25 is as under:

(a) No. of complaints filed during the financial year: Nil

(b) No. of complaints disposed of during the year : Nil

(c) No. of complaints pending as on end of the financial year

: Nil

The Company affirms that it has provisions of the Maternity Benefit Act, 1961, including amendments thereto, in relation to all eligible women employees.

Necessary benefits such as maternity leave, medical bonus, nursing breaks, and other entitlements as mandated under the Act have been duly extended.

Disclosures pursuant to the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI to this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, the statement showing details of employees remuneration form part of the Annual Report. Pursuant to Section 136 of the Companies Act, 2013, the Directors Report and the Financial Statements are being sent to the Members of the Company, excluding the statement containing particulars of employees as required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary, and the same will be provided upon request.

The Particulars pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are attached as Annexure – VII to this report.

The credit ratings assigned to the Company are detailed in the Corporate Governance Report, which forms an integral part of this Annual Report.

Company has not entered into One Time Settlement with any of the Bank of Financial Institution during the financial year 2024-

25.

During the financial year under review, no application was made, nor was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016. Accordingly, the requirement to disclose details of such applications or proceedings, along with their status as at the end of the financial year, is not applicable.

The Directors are pleased to place on record their sincere appreciation and gratitude to the Companys customers, joint venture partners, shareholders, banks, vendors and other stakeholders which have been instrumental in the Companys progress. The Board also acknowledges the dedication, hard work and commitment of the employees, whose efforts have significantly contributed to the Companys growth. The Directors look forward to their continued engagement and support in the years ahead.

Place: Kolkata Subhash Chand Sethi

Date: 13^th August, 2025 Chairman & Whole Time Director DIN: 00464390