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, 2024.

1. FINANCIAL HIGHLIGHTS:

(AMOUNTS IN LAKHS)

	Standalone Basis (Year Ended)		Consolidated Basis (Year Ended)
PARTICULARS	31.03.2024	31.03.2023	31.03.2024	31.03.2023
I. Net Sales iincome from Operations	3113.79	1932.77	10166.44	1932.77
II. Other Income	30.27	0.47	37.12	0.47
III. Total Revenue (HII)	3144.06	1933.24	10203.57	1933.24
	437.48	253.23	1573.09	253.23
IV. Earnings Before Interest, Taxes,
Depreciation and Amortization Expense
V. Finance Cost	36.97	10	135.83	10
	44.88	11.08	194.37	11.08
VI. Depreciation and Amortization
Expense
VII. Profit Before Tax (N-V-VI)	355.63	232.15	1242.89	232.15
VIII. T ax Expense:
i. Current Tax Expense	72.56	61.11	332.06	61.11
ii. Deferred	14	1.02	19.23	1.02
IX. Profit After Tax (VII-VIII)	269.07	170.02	891.60	170.02

2. REVIEW OF BUSINESS OPERATION

Standalone:

The Total Income of the Company stood at Rs. 3144.061acs for the year ended March 31,2024 as against Rs 1933.24 Lacs in the previous year. The Company made a Net Profit ofRs. 269.07 Lacs for the year ended March 31,2024 as compared to the Net Profit ofRs. 170.02 Lacs in the previous year registering increase of58.26%

Consolidated:

During the year llllder review, the company formed a subsidiary and hence the consolidated position is as llllder.

The Consolidated Total Income is Rs. 10203.57 Lacs for the financial year ended March 31,2024 as against Rs. 1932.77 Lacs during the previous financial year. Consolidated Net Profit is Rs. 891.60 Lacs for the year ended March 31, 2024.

3. DIVIDEND

The dividend policy for the year llllder 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, 2024

4. TRANSFER TO RESERVE

The Company has not transferred any amollllt to any reserve for the financial year 2023-24. All the profit of the Company was transferred to carry forward credit balance of Profit and Loss accollllt of the Company.

5. CASH FLOW STATEMENTS

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

6. 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, 2024.

7. 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 encashedl claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (JEPF). In FY 2023-24. there was no amount due for transfer to JEPF.

8. 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 Mis M Rupareliya & Associates Practicing Company Secretary is annexed to the Boards Report as "Annexure VII".

9. CHANGE IN THE REGISTERED OFFICE:

During the year under review, the Board vide its resolution dated August 14, 2023 changed the registered office of company from" "Plot No 237/B, Shop No.4, GIDC, Phase 11, Dared Jamnagar-361005, Gujarat, India" to "Plot No. 4009 & 4010, GIDC, Phase III, Dared Jamnagar-361004, Gujarat, India"

10. 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 per main object of the Company.

11. 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. 16,00,00,0001- (Rupees Sixten Crores Only) divied into 8,00,00,000 (Eight Crore) Equity Shares of Rs. 21- (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,OO,OO,OOOI- (Rupees Twenty Two Crores Only) divided into 11,00,00,000 (Eleven Crores Lakhs) Equity Shares ofRs. 2/- (Rupees Two Only) each by creation of additional 3,00,00,000 (Three Crores) Equity Shares ofRs. 2/- (Rupees Two Only) each on August 02,2024.

Further the Paid up capital of the Company was increased from Rs 10,56,79,4601- (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 ofRs. 02/- (Rupees Two Only) pursuant to the issue of Bonus Shares to the members of the company.

12. 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) existiug fully paid-up equity share held by the Members of the Company by capitaliziug up to Rs 10,56,79,4601- (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.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises following Directors:

				No. of Committee
Name of Director	Category Cum Designation	Date of Appointment at current Term	Total Director ship in Company	in which Director is Members	in which Director is Chairman
Mr. Hitesh Pragaji bhai Dudhagara	Chairman and Managing Director	17102/2005	3	0	0
Mr. Pragjibhai Meghjibhai Patel	Whole-Time Director	17102/2005	1	1	0
Mrs. Ronak Hitesh Dudhagara	Executive Director	27102/2016	3	1	0
Mr. Dhruvik Bhandari	Non-Executive Independent Director	19/07/2023	1	2	1
Mr. Jignesh Sanghani	Non-Executive Independent Director	08/08/2023	1	2	1
Mr. Vishal Pansara	Non-Executive Independent Director	23/08/2023	4	0	0

1 Conunittee includes Audit Conunittee and Shareholders Grievances Conunittee across all Companies.

The following Directors were appointed and resigned as follows:

Sr. No Name of Director	DIN	Designation	Date of Appoinhnent	Date of Resignation
1. Mr. Arvindbhai Maneklal Trivedi	10292928	Additional (Non-Executive Independent) Director	November 10,2023	-
2. Mr. Vishal Pansara	02230565	Additional (Non-Executive Independent) Director	Angust 23. 2023
3. Mr. Kaushik Dudhagara	08243377	Non- Executive Independent Director	-	Augnst 07. 2023
4. Mr. Dhruvik Bhanderi	10019613	Non- Executive Independent Director	-	July 19. 2023
5. Mr. Jignesh Sanghani	10263600	Non- Executive Independent Director		Augnst 08. 2023

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

14. 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 opporhmities. 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 12 (Twelve) times on May 02, 2023, May 23, 2023, June 08, 2023, July 19, 2023, August 08,2023, August 14, 2023 August 23,2023, November 10, 2023, November 17, 2023, January 04, 2024, February 06, 2024 and February 26, 2024.

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	-	12	12
Mr. Pr.agjibhai Patel	February 17, 2005	-	12	12
Ms. Ronak Dudhagara	February 27, 2016	-	12	12
Mr. Kaushik Dudhagara	December 31, 2018	August 07, 2023	04	04
Mr. Sandip Pandya	November 22, 2022	July 18, 2023	03	03
Mr. Dhruvik Bhandari	July 19, 2023	-	08	08
Mr. Jignesh Sanghani	August 08, 2023	-	07	07
Mr. Vishal Pansara	August 23, 2023	-	05 04	05 04
Mr. Arvindbhai Maneklal Trivedi	November 10,2023

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

Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pragjibhai Meghjibhai Patel (DIN: 00414510), Executive Director of the Company, retires by rotation and offers himself for reappointment. The brief resume of Mr. Pragjibhai Meghjibhai Patel, the nature of his expertise in specific fimctional 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.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there llllder, As on 31 ot 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 llllder 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 March 25, 2024 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.

Key Managerial Personnel:

As on date of report, following are the Key Managerial PersoIlllel 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

15. 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 llllder, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January OS, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Conunittee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, fimctions and various criteria as reconunended by Nomination and Remlllleration Conunittee. The evaluation of the working of the Board, its conunittees, experience and expertise, performance of specific duties and obligations etc. were carned 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 March 25,2024.

16. PERFORMANCE EVALUATION:

The Board of Directors has carned out an annual evaluation of its own performance board conunittees 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 fimctioning etc.

The performance of the conunittees was evaluated by the board after seeking inputs from the conunittee members on the basis of the criteria such as the composition of conunittees, effectiveness of conunittee meetings etc.

The Board and the Nomination and Remlllleration Conunittee 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 Conunittee 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.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuantto 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 accollllts for the year ended March 31, 2024, the applicable accollllting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accollllting 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, 2024 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.

18. COMMITTEES OF BOARD

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

A. Audit Committee:

The Company has formed audit conunittee in line with the provisions Section 177 of the Companies Act, 2013. Audit Conunittee 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 Conunittee.

During the year under review, Audit Committee met 06 (Six) times viz on May 02, 2023, May 23, 2023, June 01 2023, August 082023, November 10, 2023, February 06, 2024

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

			Number of meetings during the financial year 2023-24
Name	Category	Designation	Eligible to attend	Attended
Mr. Kaushik Dudhagara *	Non-Executive Independent Director	Chairman*	3	3
Mr. Pragjibhai Patel	Whole-time Director	Member	6	6
Mr. Sandip Pandya *	Non-Executive Independent Director	Member	3	3
Mr. Dluuvik Bhanderi*	Non-Executive Independent Director	Chairman*	3	3
Mr. Jignesh Sanghani *	Non-Executive Independent Director	Member	2	2

• Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Dluuvik Bhanderi was admitted as member of the conunittee on on July 19, 2023 and designated as Chairman of Audit Committee w.e.f August 08, 2023

• Mr. Sandip Pandya resigned on July 18, 2023

• Mr. Jignesh Sanghani was admitted as member of Audit Conunittee on August 08, 2023.

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

Recommendations of Audit Conunittee 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 Companys Code of 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 fimctioning of vigil mechanism is reviewed by the Audit Conunittee from time to time. None of the Whistle blowers has been denied access to the Audit Conunittee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https:!/smayking.co.ini

B. Stakeholders Grievance & Relationship Committee:

The Company has constituted Stakeholders Grievance & Relationship Conunittee 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, Stakeholders Grievance & Relationship Committee met 01 (One) times viz on May 23, 2023.

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

			Number of meetings during the financial year 20c23-24
Name	Category	Designation	Eligible to attend	Attended
Mr. Kaushik Dudhagara *	Non-Executive Independent Director	Chairman	1	1
Mrs. Ronak Dudhagara	Executive Director	Member	1	1
Mr. Sandip Pandya *	Non-Executive Independent Director	Member	1	1
Mr. Dlnuvik Bhanderi *	Non-Executive Independent Director	Member	0	0
Mr. Jignesh Sanghani *	Non-Executive Independent Director	Chairman*	0	0

• Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was designated as Chairman of Stakeholders Relationship Conunittee w.e.f August 08, 2023

• Mr. Sandip Pandya resigned on July 18, 2023.

• Mr. Dlnuvik Bhanderi was admitted as member of Stakeholders Relationship Conunittee on July 19, 2023.

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2024.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remlllleration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remlllleration Conunittee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and reconunending their appointments and removal.

During the year llllder review, Nomination and Remuneration Conunittee met 05 (Five) times viz on May 232023, July 19 2023, August 08 2023, November 10 2023 and November 17 2023.

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

			Number of meetings during the financial year 2023-24
Name	Category	Designation	Eligible to attend	Attended
Mr. Kaushik Dudhagara *	Non-Executive Independent Director	Member	2	2
Mr. Vishal Pansara	Non-Executive Independent Director	Member	2	2
Mr. Sandip Pandya *	Non-Executive Independent Director	Member	1	1
Mr. Dlnuvik Bhanderi*	Non-Executive Independent Director	Chairman*	3	3
Mr. Jignesh Sanghani *	Non-Executive Independent Director	Member	2	2

• Mr. Sandip Pandya resigned on July 18, 2023 and Mr. Dlnuvik Bhanderi were admitted as member of Nomination and Remlllleration Conunittee on July 19, 2023 and Designated as Chairman of the conunittee w.e.f August 08,2023.

• Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was admitted as member of

Nomination and Remuneration Committee on August 08,2023.

• Mr. Vishal Pansara was admitted as member of Nomination and Remuneration Conunittee w.e.f August 23,2023.

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 PersoIlllel. Annual increments are decided by the Nomination and Remlllleration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remlllleration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sprayking.co.in!

19. AUDITORS:

i. Statutory Auditors:

The Board of Directors of the Company, Mis. BB. Gusani & Associates, Chartered Accolllltants (Firm Registration No. l40785W),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 24th Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remlllleration of Managerial PersoIlllel) Rules, 2014, the Company has appointed Mis M Mayuri Rupareliya & Associates., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure I".

iii. Cost Auditor:

The Company does not fan 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 Mis Shreyas C Seth & Associates as the Internal Auditors of your Company for the financial year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

20. REMUNERATION OF DIRECTOR:

The details of remlllleration paid during the Financial Year 2023-24 to Directors of the Company is provided in Form MGT-7 available on website of the company at www.smayking.com

21. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there llllder, the Board has appointed 1.1Is Shreyas C Seth & Associates, Chartered Accolllltants, as an Internal Auditors of the Company to check the internal controls and fimctioning of the activities and reconunend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Conunittee 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 conunittee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

22. 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. 4.2 Lakhs. b) Percentage increase/decrease in the median remuneration of employees in the financial year 2023-24: NA

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 7.

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 ofRs. 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.

23. 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.

24. 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.

25. 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.

26. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review the Narmada Brass Industries Limited has become subsidiary of the company and the Company does not have any Associate and Joint Venture Company.

27. 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, 2024. 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, 2024.

Further, prior omnibus approval of the Audit Conunittee 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 Conunittee 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 VI" 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.

28. SECRETARIAL STANDARDS OF ICSI:

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

29. 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!

30. MATERIAL CHANGES AND COMMITMENT:

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

31. 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 Companys operations in future.

32. 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.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism oflodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Our Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

34. 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 financial year) -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. Ifnot 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. 759 (Rs. in lacs) ii.) Details of Foreign Exchange Expenditure: Rs. 386.84 (Rs. in lacs)

35. 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.

36. 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 supplemented by 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.

37. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period llllder review with the Certificate issued by Mis M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

38. 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 llllder review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

39. STATUTORY AUDITOR AND THEIR REPORT:

The Board of Directors of the Company, Mis. BB. Gusani & Associates, Chartered Accolllltants (Firm Registration No. l40785W),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 24th 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 conunents llllder Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

40. REPORTING OF FRAUD:

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

41. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remlllleration of Managerial PersoIlllel) Rules, 2014, your Company has appointed Mis. M Mayuri Rupareliya & Associates, Practicing Company Secretary, Janmagar to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure -II to this Report.

42. 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 Companys website www.sprayking.co.in.

43. 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.

44. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a fimctional 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.

45. GENERAL

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

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

46. CAUTIONARY STATEMENTS:

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

47. 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 conunitrnent, enabling the Company to achieve good performance during the year llllder reVIew.

Your Directors also take this opporhmity 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 to having the same support in all future endeavors.

Plot No. 4009 & 4010, GIDC, Phase III, Dared	By order of the Board of Directors
Jamnagar, Gujarat, 361004	For, SPRAYKING LIMITED
Tel No. +91-9328377772, 9328427772	(Formerly known as Spray king Agro Equipment Limited)
Email: csspraykingagro@gmail.com
Web: www.sprayking.co.in
	SdI-
	Hitesh Dudhagara
	Managing Director
	DIN: 00414604
	Place: Jamnagar
	Date: OSth September 2024