SPS Finquest Ltd Directors Report

Dear Members,

Your Directors are pleased in presenting the 30^th Annual Report on business and operations of your Company along with the audited statements of accounts for the financial year ended 31^st March, 2026.

FINANCIAL RESULTS:

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	940.38	830.43	940.38	830.43
Other Income	85.12	6.79	85.12	6.79
Total Income	1025.51	837.21	1025.51	837.21
Earnings before interest, tax, depreciation, and amortization (EBITDA)	-107.19	450.67	-107.28	450.67
Less: Depreciation and amortization expense	2.29	2.98	2.29	2.98
Earnings before interest and tax (EBIT)	-109.48	447.69	-109.57	447.69
Less: Finance costs	16.56	10.71	16.56	10.71
Profit/ (loss) before tax (PBT)	(126.04)	436.98	(126.13)	436.98
Less: Tax expense
Current Tax	-	1.56	-	1.56
Deferred Tax	145.52	127.61	145.52	127.61
Tax for earlier years	1.68	6.30	1.68	6.30
Profit/ (loss) after tax (PAT)	(273.24)	301.51	(273.33)	301.51
Other comprehensive income/ (loss), Net of Tax	0.20	3.87	0.20	3.87
Total comprehensive income/(loss), Net of Tax	(273.04)	305.38	(273.13)	305.38
Earnings per share (In Rs.)
Basic	(2.69)	3.01	(2.69)	3.01
Diluted	(2.69)	3.01	(2.69)	3.01

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directors Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

PERFORMANCE OF THE COMPANY Standalone

On standalone basis, the total income for the financial year ended 2025-2026 was Rs.1025.51 lacs as against Rs.837.21 lacs for the financial year 2024-25, showing an increase of 22.5%. EBITDA for the year under review stood negative at Rs.107.19 lacs as against Rs.450.67 lacs for the previous year. The Company incurred a loss of Rs.126.04 lacs as against pre-tax profit of Rs. 436.98 lacs a year ago. Decline was mainly on account of fair value charges. Net worth of the Company reduced from Rs.6,331.08 lacs at the end of the financial year 2024-25 to Rs.6,058.04 lacs as on 31^st March 2026.

Consolidated

The consolidated financial performance for year ended 31^st March, 2026 includes the working of the wholly-owned subsidiary of the Company, namely SPS Fin Assist Private Limited, which was incorporated on 10^th September, 2025. Since the subsidiary company has not commenced business, performance of the Company is not effected. There is a consolidated pre-tax loss of Rs.126.13 lacs for the year under review.

Transfer of General Reserves

The Company has not transferred any amount from profit and loss to general reserve.

ECONOMIC OVERVIEW:

The strength of the economy remains rooted in domestic demand, with consumption and investment together providing a stable growth base. Private consumption remains the primary driver, supported by rising real incomes, stable employment conditions and improving rural and urban demand. Favorable agricultural output and policy measures, including tax rationalization, have further strengthen household spending, enabling the consumption to remain steady despite external uncertainties. India continued to stand out as a key anchor of global growth, registering a GDP of 7.7% in financial year 2025-26.

OPPORTUNITIES, THREATS AND DEVELOPMENTS

Non-Banking Financial Companies (NBFCs) have emerged as powerful engines of credit, significantly expanding access to financial services. NBFCs have utilized innovative credit delivery models that leverage technology. The rapid expansion of Indias MSME sector presents significant opportunities for targeted financial lending and industry specific solutions.

Regulatory changes - changes in RBI norms, provisioning requirements, capital rules or lending related compliance expectations may increase the operational complexity and cost.

A rise in interest rates may result in increased borrowing costs thereby adversely affecting lending profitability and overall cost structure. As NBFCs have become more significant, the RBI has enhanced its regulations on the sector to address the industry specific issues such as contagion risk in the financial system, concentration of credit risk, exposure towards technology related risks etc.

FUTURE PROSPECTS

There will be many upsides to domestic investment, output growth and disinflation in coming years. There are equally strong and prominently extraneous downsides too. Nonetheless, the fundamentals of the domestic economy remain robust with a strong external account, calibrated fiscal consolidation and stable private consumption. Boom in primary capital market is being witnessed through increased number of IPOs. Secondary capital market is also expected to sustain with improved sentiments of investors though agile geo-political situation has kept the market highly volatile. All these factors are expected to have positive effect on the performance of your Company.

RISK AND CONCERNS

Escalation of the recent conflict in the Middle East and Russia-Ukraine war are expected to further lead the pressure on financial stress, persistent inflation and a slowdown in international trade. These are downside risk for global growth. A potential debt crisis is looming over the global economic landscape. Since the Indian economy cannot remain in isolation, it may be impacted by spillover effects, reflecting in rising inflation and further hardening in interest rate. This may increase the volatility of secondary capital market.

REGULATIONS

Your Company, being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is subjected to strict rules and guidelines notified by the Reserve Bank of India from time to time. Your Company is committed to the best Corporate Governance practices based on conscience, openness, fairness, transparency, compliances and ethical practices towards attaining performance with integrity and accountability thereby paving the way for enhanced investors and stakeholders confidence. Thus, ensuring long term success.

DIVIDEND:

Your Directors have not recommended any dividend.

RESTRUCTURING OF BUSINESS

Your Directors are actively considering the restructuring of the business in order to create better value for the stakeholders. Shareholders will be approached for their consent once the restructuring of business is finalized and necessary directives received from regulatory authorities.

SUSBIDIARY COMPANIES

As on 31st March, 2026, your Company had one subsidiary, namely SPS Fin Assist Private Limited. The said subsidiary was incorporated on 10th September, 2026. The Company has not commenced business. After incurring certain expenses, the Company incurred a loss of Rs.0.088 lacs.

A statement containing the performance and financial position of this subsidiary for the financial year ended 31st March, 2026 in prescribed format AOC-1 is annexed as Annexure I and forms part of this annual report.

The audited Financial Statements including the Consolidated Financial Statements and the related information of the Company as well as the separate financial statements of the subsidiary are available on the website of the Company at www.spsfinquest.co.in.

Save and except, your Company does not have any associate or joint venture.

SHARE CAPITAL

During the year 2025-26 there was no change in share capital and as on 31^st March, 2026 the issued, subscribed and paid-up capital of your Company was Rs.10,13,78,250/- divided into 1,01,37,825 Equity Shares of Rs.10/- each.

The Company has not issued any shares with differential voting rights.

DEPOSITS

During the year under review, the Company has not accepted any Deposit under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the Financial Accounts, which forms part of the Annual Report. The Company has not given any guarantee.

TRANSACTIONS WITH RELATED PARTY

All contracts/arrangements/transactions with Related Parties during the F.Y. 2025-2026 were in the ordinary course of business and on an arms length basis. All transactions with related parties, which were repetitive in nature, in an ordinary course of business and at an arms length basis were placed before the Audit committee for omnibus approval. The details of all related party transactions, as approved, are placed on a quarterly basis before the Audit Committee for its review and noting.

The policy on related party transactions as approved by the Board of Directors is placed on the Companys website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on arms length basis, Form AOC-2 is not applicable.

MATERIAL CHANGES AND COMMITMENT

No material change and commitment, which could affect your Companys financial position, has occurred between the end of the financial year 2025-26 and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in business of the Company during the financial year ended March 31, 2026. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

Your Company has a comprehensive and well established adequate internal financial controls with reference to the financial statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; safeguarding assets from unauthorized use; ensuring the transactions are carried-out with adequate authorization and complying with corporate policies and processes. Such controls have been assessed during the year, after taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the result of such assessment carried-out by the management, no reportable material weakness or significant deficiency in the design or operation of internal financial controls was observed.

CREDIT RATING

Your Company has not been rated by any credit rating agency.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

CYBER SECURITY

The Company has established cyber security and crisis management policies to prevent cyber threats and manage incidents pertaining to cyber security and data privacy effectively. It also tracks emerging practices and technologies to enhance the security of IT systems and infrastructure on a continuous basis.

CONSERVATION OF ENERGY, ETC.

Since your Company is not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year under review, the Company neither earned nor spent any foreign exchange.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Change in Directorate - Cessation

Ms. Alpa V. Shah, Director (DIN: 09388780) and Mr. Premal N. Shroff, Independent Director (DIN: 00698232) resigned from the Board of Directors of the Company with effect from 18 ^th August, 2025. The Board places on record its sincere appreciation for their invaluable guidance to the Board and management of the Company during their tenure as Director.

Re-appointment of Director retiring by rotation

To comply with the requirement of the Companies Act, 2013 and Articles of Association of the Company, Mr. Girish Jajoo, Managing Director (DIN: 03108620) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Key Managerial Personnel

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following are the details of Key Managerial Personnel (KMP) of the Company:

1. Mr. Girish T. Jajoo, Managing Director

2. Mr. Kailash Ramfer Yadav, Chief Financial Officer

3. Ms. Sarita H. Jotaniya, Company Secretary.

COMMITTEES

As required under the Companies Act, 2013, the Company has constituted various statutory committees. As on 31^st March, 2026, the Board had constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee,

• Stakeholders Relationship Committee.

AUDIT COMMITTEE

The Committee presently comprises of Ms. Megha M. Mehta and Mr. Kirit B. Rathod, both Independent Directors and Mr. Girish Jajoo, Managing Director. All the members of the Committee are having financial and accounting knowledge. The Committee met four times during the financial year 2025-26.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Ms. Megha M. Mehta and Mr. Kirit B. Rathod, both Independent Directors and Mr. Sandeep P. Shah, Director. The Committee met only once during the financial year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is available on the Companys website viz. www.spsfinqeust.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee consists of three members viz. Ms. Megha M. Mehta, Chairperson, Mr. Sandeep Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, non-receipt of annual report or declared dividend, etc. The shareholders grievances committee met once during the year. During the year ended 31^st March, 2026, the Company did not receive any complaint from any of its members.

CSR COMMITTEE

Since the profit of the Company was below Rs.500 lakhs and none of the other criteria laid down under Section 135 of the Companies Act, 2013 read with the rules made thereunder was applicable, your Company had not undertaken any project as prescribed under Schedule VII to the Act.

Your Directors are pleased to report that the Company has adopted CSR Policy and the same can be viewed at the website of the Company viz. www.spsfinquest.co.in

The Board of Directors has constituted CSR Committee comprising of Mr. Sandeep P. Shah, Mr. Girish T. Jajoo and Ms. Megha Mehta. CSR committee did not met during the year under review.

INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

The Independent Directors met on 28^th March, 2026, without the attendance of Non-Independent Directors and members of the management.

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board. The Nomination and Remuneration Committee evaluated the performance of every Director. The Independent Directors were regularly updated on the industry and market trends and the operational performance of the Company through presentations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis.

BOARD MEETINGS

7 (seven) meetings of the Board of Directors were held during the year under review. One meeting of the Independent Directors was also held during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 of the loss of the Company for that period;

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

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

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

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

PARTICULARS OF EMPLOYEES

The Company had eleven employees during the year under review.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st March, 2024 is given in a separate annexure II to this report.

Information under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during business hours on the working days of the Company and any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the Companys website at www.spsfinquest.co.in.

STATUTORY AUDITORS REPORT

According to Board of Directors, there is no adverse remark or emphasis made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

APPOINTMENT OF STATUTORY AUDITOR

M/s. MAKK & Co., Chartered Accountants (ICAI Registration No. 117246W), would be relinquishing their office at the conclusion of the ensuing 30^th Annual General Meeting on expiry of their first term of three years of appointment. Being eligible for second term of appointment, the Auditors have offered themselves for re-appointment.

Consequent upon change in its constitution, M/s. MAKK & Co., Chartered Accountants, have changed its name to M/s. MKPS & Associates LLP. The Company has received consent from M/s. MKPS & Associates LLP, Chartered Accountants (Registration No.302014E/W101061) to act as Statutory Auditors of the Company and have given a certificate in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company.

The Audit Committee has recommended the appointment of M/s. MKPS & Associates LLP for the second term of three years. Members may appoint auditors and fix their remuneration.

INTERNAL AUDITORS

Ms. Bhavna Pandya, Chartered Accountant, is the internal auditor of the Company. She plays an important role in strengthening the internal control. The Internal Auditor reports to the Audit Committee.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Dhruvalkumar Baladha, Practicing Company Secretary, for the financial year 2024-25. The report on the Secretarial Audit is appended as Annexure III to this report. According to the Board of Directors, the report does not have any adverse remark.

COST AUDIT/ RECORD

Provisions relating to cost audit is not applicable to your Company.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

OTHER STATUTORY DISCLOSURES

a) Receipt of Remuneration by Managing Director from Subsidiary Companies:

Mr. Girish T. Jajoo, Managing Director of the Company, has not received any remuneration from any of its subsidiary company.

b) Extract of Annual Return

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies Management and Administration Rules, 2014, the Company has placed a copy of Annual Return in Form MGT-7 on its website www.spsfinquest.co.in.

c) Vigil Mechanism

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviors, suspected fraud or violation of the Companys ‘Code of Conduct. To this effect, the Board has adopted a ‘Whistle Blower Policy (WBP), which is overseen by the Audit Committee. The policy inter-alia provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.

d) Secretarial Standard

The applicable Secretarial Standards, namely, SS1 and SS2, relating to ‘Meetings of the Board of Directors and General Meetings respectively, have been duly complied by your company.

e) Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the Regulators / Courts / Tribunals, which would impact the going-concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace

In compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees. During the financial year under review, no complaint was received with regard sexual harassment from any employee of the Company and necessary disclosure for the same has been submitted to the concerned Government departments of the respective locations.

g) Unclaimed Dividend

The Company had not unclaimed/ unpaid dividend or such other amount. Hence, in terms of applicable provisions of the Companies Act, 2013 read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company was not required to transfer such amount to the Investors Education and Protection Fund.

h) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Institution.

COMPLIANCE MANAGEMENT

Your Company has in place a comprehensive and robust legal compliance management digital tool, which enables the management to ensure compliance with all applicable laws to the Company. Automated alerts are sent to compliance owners to ensure compliance within the stipulated timelines.

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated efforts and commitment of the Companys employees at all levels, whose continued contribution has been instrumental in the Companys performance. Your Directors also thank the customers, associates, banks and financial institutions, governments and regulatory authorities and shareholders for their steadfast support and cooperation.