Sprayking Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ( the Company‘), along with the audited financial statements, for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

(AMOUNTS IN LAKHS, EXCEPT EPS)

PARTICULARS	Standalone Basis (Year Ended)		Consolidated Basis (Year Ended)
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
I. Net Sales/Income from Operations	6195.21	3113.79	12776.75	10166.44
II. Other Income	90.57	30.27	349.30	37.12
III. Total Revenue (I+II)	6285.78	3144.06	13126.04	10203.57
	5823.56	437.48	11762.87	1573.09
IV. Earnings Before Interest,
Taxes, Depreciation and
Amortization Expense
V. Finance Cost	74.79	36.97	219.74	135.83
	105.67	44.88	180.98	194.37
VI. Depreciation and Amortization
Expense
VII. Profit Before Tax (IV-V-VI)	281.76	355.63	962.45	1242.89
VIII. Tax Expense:
i. Current Tax Expense	80.98	72.56	194.60	332.06
ii. Deferred	(19.69)	14.00	40.69	19.23
IX. Profit After Tax (VII-VIII)	220.47	269.07	727.16	891.60

2. REVIEW OF BUSINESS OPERATION

Standalone:

The Total Income of the Company stood at Rs. 6285.78 Lakhs for the year ended March 31, 2025 as against Rs 3144.06 Lakhs in the previous year. The Company made a Net Profit of Rs. 220.47 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 269.07 Lakhs in the previous year registering decrease of 17.87%

Consolidated:

The Consolidated Total Income is Rs. 13126.05 Lakhs for the financial year ended March 31, 2025 as against Rs. 10203.57 Lakhs during the previous financial year. Consolidated Net Profit is Rs. 727.16 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 891.60 Lakhs in the previous year, registering decrease of 18.38%.

3. TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2024-25. All the profit of the Company wastransferred to carry forward credit balance of Profit and Loss account of the Company.

4. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

5. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

7. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s M Rupareliya & Associates Practicing Company

Secretary is annexed to the Board‘s Report as "Annexure VIII".

8. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as permain object of the Company.

9. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL:

There were following changes in share capital of the Company during the year under review and between the end of the financial year of the company to which the financial statements relate and the date of the report.

Pursuant to proceedings of Postal Ballot dated March 29, 2024, the members of the Company passed ordinary resolution to alter the capital clause of company pursuant to Split of shares of the company - Alteration of Capital Clause of the Memorandum of Association as under:

"The Authorized Share Capital of the Company is Rs. 16,00,00,000/- (Rupees Sixten Crores Only) divied into 8,00,00,000 (Eight Crore) Equity Shares of Rs. 2/- (Rupees Two only) each."

Further, the authorized share capital of the company was increased from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.22,00,00,000/- (Rupees Twenty Two Crores Only) divided into 11,00,00,000 (Eleven Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each by creation of additional 3,00,00,000 (Three Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each on August 02, 2024.

Further the Paid up capital of the Company was increased from Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) to Rs. 21,13,58,920/- (Rupees Twenty One Crore Thirteen Lakhs Fifty Eight Thousand Nine Hundred and Twenty Only) divided into 10,56,79,460 Equity shares of Rs. 02/- (Rupees Two Only) pursuant to the issue of Bonus Shares to the members of the company.

Further the Company sub-divided its equity shares, resulting in an authorized share capital of the company of 22,00,00,000 (Rupees Twenty-Two Crores) divided into 22,00,00,000 (Twenty-Two Crores) equity shares of Re.1/- (Rupees One Only) each and a paid-up share capital of 21,13,58,920 (Rupees Twenty-one Crores Thirteen Lakh Fifty-eight Thousand Nine Hundred & Twenty) divided into 21,13,58,920 (Twenty-one Crores Thirteen Lakh Fifty-eight Thousand Nine Hundred &

21 ANNUAL REPORT

Twenty) equity shares of Re. 1/- each, effective from August 12, 2025.

Further the Company had proposed to issue 50,00,00,000 (Fifty Crores) Equity Shares of Re. 1 each, amounting to Rs. 50,00,00,000 (Rupees Fifty Crores Only), to existing shareholders in a 1:1 ratio, as per Section 62(1)(a) of the Companies Act, 2013. However, the proposed resolution dated July 26, 2025, for the rights issue stands cancelled, due to unavoidable reason.

10. BONUS SHARES

Furthermore, Board had issued and allotted 5,28,39,730 Bonus Shares to the existing equity shareholders in the ratio of 1:1 i.e. 1 (One) fully paid-up equity shares for every 1 (One) existing fully paid-up equity share held by the Members of the Company by capitalizing up to Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) from the existing securities premium account and free reserves of the Company with the approval of shareholders and Board of Directors.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial personnel

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors.

During the review period and as of the reports date, Mr. Arvindbhai Maneklal Trivedi resigned from his position, effective September 4, 2024.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ronak Hitesh Dudhagara (DIN: 005238631), Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mrs. Ronak Hitesh Dudhagara, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Director

In terms of Section 149 of the Companies Act, 2013 and rules made there under, As on 31st March 2024, the Company has four Non-Promoter Non- Executive Independent Directors in line with the act. 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 laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 13, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

12. BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when requires discussing and deciding on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 09 (Nine) times on April 01, 2024 May 28, 2024, July 01, 2024, August 13, 2024, August 26, 2024, September 05, 2024, November 13, 2024 and February 13, 2025.

The details of the attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Hitesh Dudhagara	May 02, 2023	-	09	09
Mr. Pragjibhai Patel	February 17, 2005	-	09	09
Ms. Ronak Dudhagara	February 27, 2016	-	09	09
Mr. Dhruvik Bhandari	July 19, 2023	-	09	09
Mr. Jignesh Sanghani	August 08, 2023	-	09	09
Mr. Vishal Pansara	August 23, 2023	-	09	09
Mr. Arvindbhai Trivedi	November 10, 2023	September 04, 2024	06	06

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Hitesh Pragajibhai Dudhagara	Managing Director
Ms. Hetal Prakash Vachhani	Company Secretary and Compliance Officer
Mr. Hiren Jamanbhai Patoriya	Chief Financial Officer

13. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage. Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company on February 13, 2025.

14. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

In addition, the chairman was also evaluated on the key aspects of his role.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; b) The Directors had 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 financial year and profit of the Company for that year; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the quarterly and yearly result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 05 (Five) times on May 28, 2024, August 13, 2024, September 05, 2024, November 13 2024, and February13, 2025.

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

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Dhruvik Bhanderi	Non-Executive Independent	Chairman	5	5
	Director
Mr. Pragjibhai Patel	Whole-time Director	Member	5	5
Mr. Jignesh Sanghani	Non-Executive Independent	Member	5	5
	Director

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer ofthe Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company‘s Codeof Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed bythe Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://sprayking.co.in/

B. Stakeholder s Grievance & Relationship Committee:

The Company has constituted Stakeholder‘s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders‘ / Investors‘ Grievances, if any, like Transfer / Transmission / De-mat of Shares; Loss of Share Certificates; Non- receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder‘s Grievance & Relationship Committee met 01 (One) time viz on September 05,2024.

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

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible attend	to Attended
Mr. Jignesh Sanghani	Non-Executive Independent Director	Chairman	1	1
Mrs. Ronak Dudhagara	Executive Director	Member	1	1
Mr. Dhruvik Bhanderi	Non-Executive Independent Director	Member	1	1

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, Nomination and Remuneration Committee met 02 (Two) times viz on February 13,2025

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

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Dhruvik Bhanderi	Non-Executive	Chairman	1	1
	Independent Director
Mr. Vishal Pansara	Non-Executive	Member	1	1
	Independent Director
Mr. Jignesh Sanghani	Non-Executive	Member	1	1
	Independent Director

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sprayking.co.in/

The Policy forms part of the Annual Report as -Annexure I , as required under Section 134(3) of the Act. Further, the Nomination and Remuneration Policy of the Company is available on the website of the Company pursuant to the proviso of Section 178(4) of the Companies Act, 2013, at https://sprayking.co.in/

17. AUDITORS:

i. Statutory Auditors:

The Board of Directors of the Company, M/s. B. B. Gusani & Associates, Chartered Accountants (Firm Registration No. 140785W), be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on May 28, 2024, had appointed M/s M Mayuri Rupareliya, Practicing Company Secretaries, headed by proprietor Mrs. Mayuri Rupareliya, having Membership No. 51422 and Certificate of Practice No.18634, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in Listing regulations dated 13th December 2024 read with Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, other applicable laws/statutory provisions, if any, as amended from time to time, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 13, 2025 has considered, approved, and recommended to the Members of the Company the appointment of M/s M Mayuri Rupareliya, Practicing Company Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s M Mayuri Rupareliya, Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial Audit Report and Certificate on Corporate Governance for the financial year 2024-25 is annexed herewith as

"Annexure II and VI".

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company. iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Shreyas C Seth & Associates as the Internal Auditors of your Company for the financial year 2024-25. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

Further, the Board of Directors, in its meeting held on August 13, 2025, appointed M/s DGMS & Co., Practicing Chartered Accountants, as the Internal Auditors for the financial years 2025-26 and 2026-27.

18. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the Financial Year 2024-25 to Directors of the Company is provided in Form MGT-7 available on website of the company at www.sprayking.com

19. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Shreyas C Seth

& Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company‘s internal financial controls were adequate and effective during the financial year 2024-25.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 20,000/-. b)Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 10% c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 12. d)It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company. e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

21. LISTING WITH STOCK EXCHANGES:

The Company is listed on BSE. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

22. DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

24. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review the Narmadesh Brass Industries Limited has become subsidiary of the company and the Company does not have any Associate and Joint Venture Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of financial statements of the Company‘s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure IX".

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered in to transactions within the meaning of section 188 and Companies (Meetings of Board and its Powers) rules, 2014 with its related parties during the year ended on 31st March, 2025. However, the disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note to accounts of the Balance Sheet as on 31st March, 2025.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 are furnished in Form AOC-2 and is attached as "ANNEXURE VII" and forms part of this Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://sprayking.co.in/

There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

26. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

27. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://sprayking.co.in/

28. MATERIAL CHANGES AND COMMITMENT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company‘s operations in future.

30. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder ("POSH Act").

The Company has also set up Internal Complaints Committee(s) ( ICCs‘) for each workplace, which is in compliance with the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

33. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025.

Male Employees: 25 Female Employees: 4 Transgender Employees: 0

This disclosure reinforces the Company‘s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender

34. HUMAN RESOURCES

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

A. Conservation of energy

i.) The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. ii.) The steps taken by the Company for utilizing alternate sources of energy:No alternate source has been adopted. iii.) The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

B. Technology absorption

i.) The effort made towards technology absorption: Not Applicable.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear)

a. The details of technology imported: Nil. b. The year of import: Not Applicable. c. Whether the technology has been fully absorbed: Not Applicable. d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv.) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: Rs. 28.34 (Rs. In Lakhs) ii.) Details of Foreign Exchange Expenditure: -

36. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

38. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE

COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2025

39. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 -

RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a designated person in a Board meeting, and the same has been reported in the Annual Return of the company

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this regards and is attached as -ANNEXURE VI and forms part of this Report.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, and is attached as -ANNEXURE III and forms part of this Report.

42. STATUTORY AUDITOR AND THEIR REPORT:

The Board of Directors of the Company, M/s. BB. Gusani & Associates, Chartered Accountants (Firm Registration No. 140785W), be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of the 24^th Annual General Meeting to be held in the year 2028. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors‘ Report does not contain any qualification, reservationor adverse remark. The Auditors‘ Report is enclosed with the financial statements in this Annual Report.

43. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

44. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Mayuri Rupareliya & Associates, Practicing Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Auditors‘ Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed herewith as Annexure II to this Report.

45. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised -Code of Conduct for Prevention of Insider Trading (-the Insider Trading Code ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (-the Code ) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company‘s website www.sprayking.co.in.

46. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.sprayking.co.in.

47. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintaineda functional website namely www.sprayking.co.in containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

48. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016. 2. There was no instance of one-time settlement with any Bank or Financial Institution

49. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the

Company‘s objectives, projections, estimates and expectations may constitute forward looking statements‘ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

50. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward tohaving the same support in all future endeavors.

Registered Office:	By order of the Board of Directors
Plot No. 4009 & 4010, GIDC,
	For, SPRAYKING LIMITED
Phase III, Dared Jamnagar, 361004, Gujarat
	(Formerly known as Sprayking Agro Equipment Limited)
CIN: L29219GJ2005PLC045508
Tel No.: 0288-2730750
Email: csspraykingagro@gmail.com
Web: www.sprayking.co.in	Sd/-
	Hitesh Dudhagara
	Managing Director
	DIN: 00414604
	Sd/-
	Ronak Dudhagara
	Director
	DIN: 005238631
	Place: Jamnagar
	Date: August 13, 2025

Annexures to Board s Report (Contd).

ANNEXURE- I

Remuneration Policy A. Introduction

The Nomination and Remuneration Policy (-Policy ) of Sprayking Limited (-Company ) is formulated under the requirements of the Section 178 (3) Companies Act, 2013 and the rules formulated thereunder, as amended (-Act ) and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended (-SEBI (LODR) Regulations ).

This Policy is intended to conform to the Act as of the date of its adoption. However, if due to subsequent modifications in the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (-SEBI (LODR) Regulations ) or any other applicable law, a provision of this Policy or any part thereof becomes inconsistent with the Act, or the SEBI (LODR) Regulations, the provisions of the Act, or the SEBI (LODR) Regulations as modified shall prevail.

This policy shall serve as a framework for establishing, among other things, the qualifications, key attributes, and independence criteria of Directors (as defined herein), as well as for addressing matters concerning the remuneration, appointment, removal, and performance evaluation of Directors, Key Managerial Personnel (KMPs, as defined herein), Senior Management Personnel (as defined herein), and other employees.

B. Objective of the Policy

The Policy is framed with the following objective(s):

i. To ensure that the level and structure of remuneration is adequate and appropriate to attract, retain, and motivate directors with the expertise and capability necessary for the successful management of the Company.

ii. To establish a clear linkage between remuneration and performance, aligned with relevant performance benchmarks.

iii. To strike a balance in the remuneration structure of Directors, Key Managerial Personnel (KMPs), and Senior Management

Personnel between fixed pay and incentive-based components, reflecting both short-term and long-term performance goals consistent with the Companys operations and strategic objectives.

iv. To define criteria, terms, and conditions for identifying candidates suitable for appointment as Directors, KMPs, and

Senior Management Personnel, and to determine their remuneration accordingly.

v. To set remuneration levels based on the Company‘s scale, financial condition, and prevailing industry trends and practices, including benchmarking against peer organizations.

vi. To ensure that financial and operational performance over the past three years is factored into remuneration determinations.

vii. To maintain proportionality in remuneration structures, ensuring fairness and equity across roles.

viii. To consider the shareholding details of Directors, including securities held, options granted, and pledged shares as of the end of the preceding financial year when determining remuneration.

ix. To evaluate the performance of Directors, KMPs, and Senior Management Personnel, and to establish reward mechanisms tied directly to their effort, performance, dedication, and contributions to the Companys success. x. To retain, motivate, and promote talent and to ensure long-term sustainability of talented managerial persons and create a competitive advantage.

In alignment with these objectives, this Policy has been developed by the Nomination and Remuneration Committee

("NRC") and subsequently approved by the Board of Directors.

C. Definitions

In this Policy, unless the context otherwise requires:

i. Board of Directors‘ or Board‘ means the collective body of the directors of the Company.

ii. Director(s)‘ means a director of the Company, including executive directors, non-executive directors, and Independent Directors.

iii. Independent Director(s)‘ means a Director referred to in Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations.

iv. KMP‘ means:

? Chief Executive Officer or Managing Director; ? Whole Time Director; ? chief financial officer; ? company secretary;

? such other officer, not more than one level below the Directors, who is in whole-time employment, designated as a

KMP‘ by the Board; and

? any other officer as prescribed under the Act from time to time.

v. Managing Director‘ means a Director referred to in Section 2(54) of the Act.

vi. NRC‘ means the nomination and remuneration committee of the Company constituted in accordance with the Act and the

SEBI (LODR) Regulations.

vii. Senior Management Personnel‘ means the employees of the Company who are members of its core management team

(excluding the Board of Directors) i.e. it would comprise of all members of the management of the Company one level below the chief executive officer, managing director, whole time director, including the functional/vertical heads, company secretary and chief financial officer. If the chief executive officer is not part of the Board, they shall also be included.

viii. Whole Time Director‘ means a director in the whole-time employment of the Company.

D. Applicability

This Policy applies to:

? Directors; ? KMPs;

? Senior Management Personnel; and ? other employees of the Company.

E. Appointment of Director, KMPs, and Senior Management Personnel

i. The NRC shall evaluate the integrity, qualifications, expertise, and experience of candidates for appointment as Director, KMP, or Senior Management Personnel and provide recommendations to the Board. ii. Candidates must possess appropriate qualifications, expertise, and experience for the role under consideration. The NRC retains discretion to determine the adequacy of these attributes for the specific position. iii. Appointment of Directors shall comply with Section 164 of the Companies Act and other applicable legal provisions. iv. Appointment of Independent Directors shall adhere to Section 149 of the Companies Act, Schedule IV, and the SEBI (LODR) Regulations. v. Directors shall exhibit impeccable integrity, relevant expertise, and insights into sectors pertinent to the Company, with the ability to contribute to its growth and complement the skills of other Board members. vi. No individual shall be appointed or retained as Whole-Time Director beyond the age of seventy years unless approved by shareholders through a special resolution. Justification for such an extension must be provided in the explanatory statement accompanying the resolution.

F. Term / Tenure

i. Managing Director / Whole Time Director

The Company shall appoint or re-appoint any person as its Whole Time Director/ Executive Director or Managing Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of the term.

ii. Independent Director

Subject to the provisions of the applicable laws, an Independent Director shall hold office for a term up to five consecutive years on the Board, and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure(s) of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that: (i) number of boards on which such Independent Director serves is restricted to seven listed entities as an Independent Director; and (ii) three listed entities as an Independent Director in case such person is serving as a Whole Time Director of a listed entity.

G. Removal

The NRC may recommend the removal of a Director, Key Managerial Personnel (KMP), or Senior Management Personnel to the Board, provided the reasons are documented in writing and the recommendation complies with the provisions of the Act and other applicable laws.

H. Retirement

The Directors, KMPs, and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

I. Matters relating to the remuneration, perquisites for the Directors, KMP, and Senior Management Personnel

i. The remuneration/compensation / profit-linked commission, etc., to be paid to the Directors will be determined by the NRC and recommended to the Board and shareholders of the Company for approval. The remuneration/compensation / profit-linked commission, etc., shall be as per the Act and the SEBI (LODR) Regulations.

ii. The remuneration of KMPs, Directors, and Senior Management Personnel will be determined by the Board on the recommendation of the NRC

iii. The remuneration of employees of the Company other than those mentioned in (i) and (ii) may be determined by the internal processes of the Company.

iv. Organization-wide increments to the existing remuneration/compensation structure shall be approved by the NRC.

Increments to the Whole Time Directors and/or Managing Director should be within the slabs approved by the shareholders of the Company. Increments will, ideally, be effective from 1st April, unless otherwise decided.

v. If the Company obtains insurance coverage for its Whole-Time Director, Chief Executive Officer, Chief Financial Officer,

Company Secretary, Senior Management Personnel, or any other employees to indemnify them against liabilities, the premium paid for such insurance shall not be deemed part of their remuneration. However, if the individual is found guilty of misconduct, the premium paid shall be considered as part of their remuneration.

J. Remuneration to Whole Time Directors / Managing Director

i. Remuneration

The Whole Time Director or Managing Director shall be eligible for remuneration as may be approved by the shareholders of the Company on the recommendation of the NRC and the Board. The break-up of the pay scale, performance bonus and quantum of perquisites including, employer‘s contribution to the provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the NRC, and shall be within the overall remuneration approved by the shareholders of the Company on the recommendation of the NRC and the Board of Directors.

ii. Minimum Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole Time Director / Managing Director under the provisions of Schedule V of the Act.

iii. Provisions for excess remuneration

If any Whole-Time Director or Managing Director receives remuneration, directly or indirectly, more than the limits prescribed under the Act, such excess amount shall be refunded to the Company within two years or a shorter period as determined by the Company. Until the refund is made, the excess amount shall be held in trust for the Company. The Company shall not waive the recovery of such excess remuneration unless a special resolution approving the waiver is passed by the Company within two years from the date the amount became refundable.

K. Remuneration to Non-Executive / Independent Director

i. Sitting Fees

The NRC may recommend payment of sitting fees to the Directors. The quantum of sitting fees will be determined as per the recommendation of the NRC and approved by the Board of Directors, subject to the applicable law.

ii. Limit on payable remuneration

The remuneration payable to Directors other than the Managing Director and the Whole Time Directors shall not exceed 1% of the net profits of the Company unless approved by the shareholders of the Company as per Section 197 of the Companies Act, 2013, read with Schedule V.

L. Remuneration to KMPs, Senior Management Personnel, and other Employees

i. The KMPs and Senior Management Personnel of the Company shall be paid monthly remuneration as per the Company‘s compensation guidelines and/or as may be approved by the Board on the recommendation of the NRC. The remuneration of other employees may be determined by the Board on the recommendation of the NRC pursuant to internal processes of the Company. The break-up of the pay scale and quantum of perquisites, including, employer‘s contribution to the provident fund, pension scheme, medical expenses, club fees, etc., shall be as per the Company‘s internal policies and applicability.

ii. Before approving the increment and bonus, the human resources team / or the Whole Time Director of the Company will make a detailed presentation(s) before the NRC, setting out the proposed increment and performance bonus payouts for the next financial year. The NRC shall review and approve the same, unless required under applicable laws, to refer the same to the Board and/or shareholders of the Company.

iii. This Policy shall apply to all future / continuing employment/engagement (s) with the Company. In other respects, the

Policy shall be of guidance for the Board. Any departure from the Policy shall be recorded and reasoned in the minutes of the meetings of the NRC and the Board.

M. Role of the NRC

The following matters shall be dealt with by the NRC:

i. Size and composition of the Board

Regularly reviewing the size and composition of the Board to ensure an optimal balance of executive and independent Directors, thereby maintaining its independence, clearly delineating governance and management functions, and structuring it to facilitate well-informed decision-making with diverse perspectives and skills, all in the best interests of the Company.

ii. Directors

Formulate the criteria determining qualifications, positive attributes, and independence of a director and recommend candidates to the Board when circumstances warrant the appointment of a new Director, having regard to qualifications, integrity, expertise, and experience for the position.

iii. Succession plans

Establishing and reviewing Board, KMP, and Senior Management Personnel succession plans to ensure and maintain an appropriate balance of skills, experience, and expertise on the Board and part of the Senior Management Personnel.

iv. Evaluation of performance

? Recommend to the Board suitable performance criteria for evaluating Directors. ? Develop the framework and criteria for assessing the performance of each Director.

? Identify and propose continuous training and education programs for the Board, ensuring that Non-Executive Directors receive adequate information on the Company‘s business, industry trends, and their legal duties and responsibilities.

v. Board diversity

The NRC is to assist the Board in ensuring the Board nomination process is in line with the policy of the Company on diversity of the Board relating to gender, thought, experience, knowledge, and perspectives. The policy is hosted on the website of the Company.

vi. Remuneration framework and policies

The NRC is responsible for ensuring that the remuneration framework is in accordance with the objectives of this Policy mentioned above.

N. Disclosures

The Policy shall be made available on the Companys website. It will also be disclosed in the Board‘s report, by the requirements of the Act. Furthermore, specific items, including those outlined in Section 197(12) of the Act, must be included in the Board‘s report.

O. Amendments to the Policy

The Board of Directors, on its own and/or as per the recommendations of NRC, can amend this Policy, as and when deemed fit.