SPS Finquest Ltd Directors Report

To,

The Members,

Your Directors hereby presents their 29^th Annual Report on the business and operations of the Company together with the audited Statements of the Accounts for the year ended on 31^st March, 2025.

SUMMARY OF FINANCIAL PERFORMANCE:

	Year Ended 31-03-2025	Year Ended 31-03-2024
Total Revenue	837.21	833.24
Less: Expenses	397.25	673.84
Profit /(Loss) before Depreciation, Amortization and Tax	439.96	159.4
Less : Depreciation & Amortization	2.98	4.16
Profit Before tax	436.98	155.24
Less : Current Tax	1.55	153.71
Less : Deferred Tax	127.62	(323.20)
Short/(Excess) Provision for tax for earlier years	6.30	(6.04)
Profit/(Loss) After Tax	301.51	330.76

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm 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 Companies Act, 2013 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) proper internal financial controls laid down by the Directors are followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company is a Non-banking Finance Company mainly engaged in investment activities, providing finance against shares and securities and providing inter-corporate loans. Your Company also provides finance for investment in primary market issues and mutual fund schemes. Your Company caters to various categories of clients, namely Retail, NHI, HUFs and Corporate entities. Your Company being a NBFC is strictly regulated by Reserve Bank of India by its guidelines and notifications.

ECONOMIC OVERVIEW

Indias economy shows robust expansion with real GDP a growth rate of 6.5% in 2024-25. This growth is driven by rising employment and stronger private consumption, supported by improving consumer sentiment, which is expected to keep the momentum going in the near future.

India is primarily a domestic demand driven economy with consumption and investment contributing to 70% of the economic activity. With Indias economy showing resilient growth, supported by strong domestic demand, policy reforms and a healthy investment pipelines, several new projects and developments are underway across the key sectors. Over the years, the Indian government has introduced many initiatives to strengthen the nations economy. The Indian government has been effective in developing policies and programmes that are not only beneficial for citizens to improve their financial stability but also for the overall growth of the economy. Over recent decades, Indias rapid economic growth has led to a substantial increase in its demand for exports. Besides this, several of the governments flagship programmes, including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and Urban Transformation, are aimed at creating immense opportunities in India.

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.

Credit growth of NBFCs, which historically outpaced Indias nominal GDP growth, is expected to continue accelerating. NBFCs have demonstrated remarkable resilience and have become increasingly significant in the financial sector.

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

A steady growth trajectory shapes the global economic outlook, though regional patterns vary. Inflationary pressures have been easing globally, though risks of synchronized price pressure lingers due to potential geopolitical disruptions. The pace of rate cuts varies across regions depending on the growth imperatives and the pace of disinflation, creating potential divergence in economic review.

In brief, 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. All these factors would have positive effect on the performance of your Company.

RISK AND CONCERNS

IMF and World Bank and prominent agencies have predicted further slow-down in global growth this year. Escalation of the recent conflict in the Middle East, financial stress, persistent inflation and a slowdown in international trade are downside risk for global growth. A potential debt crisis is looming over the global economic landscape. The IMFs global debt monitor reported that the total global debt has risen to USD 235 trillion, which is equivalent to 238 percent of the global GDP. 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.

REGULATIONS

Your Company, being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is also 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.

PERFORMANCE

Total revenue including other operating income for the financial year ended 31^st March, 2025 was Rs.837.21 lakhs as against Rs.833.24 lakhs in the previous year. Interest income for the year under review were higher at Rs.815.69 lakhs as against Rs.727.45 lakh, a year ago. There was no gain or loss on account of fair value changes. Other income was higher at Rs.6.79 lakhs as against Rs.4 lakhs in the previous year.

The total expenses reduced to Rs.400.23 lakhs as against Rs.678 lakhs for the last year. Due to decrease in expenses, the Company earned a higher pre-tax profit of Rs.436.98 lakhs as against Rs.155.24 lakhs a year ago.

Your Directors do not propose to transfer any amount to general reserve. A sum of Rs.60.30 lakhs is transferred to Statutory Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934.

SHARE CAPITAL/ DELISTING

During the year 2024-25 there was no change in share capital and as on 31^st March, 2025 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.

During the financial year 2024-25, the Promoters of your Company along with persons acting in concert with the Promoters made an open offer to acquire the equity shares held by public shareholders and sought voluntary delisting of the capital from BSE Limited, where the Companys equity capital was listed, in accordance with the provisions of SEBI (Delisting of Equity Shares) Regulations, 2021. Necessary formalities under the said Delisting Regulations were completed including obtaining shareholders approval by postal ballot and ascertaining delisting price through reverse book building. Promoters acquired 37,53,352 equity shares from public shareholders at Rs.61.87 per share and the equity capital of the Company was successfully delisted effective from 31^st December,2024

Your Directors are pleased to report that the delisting would enable greater operational flexibility, reduce ongoing compliance costs associated with listing and align with the long term strategic objectives of the Company and its promoters.

Post-delisting, your Company continues to maintain high standards of corporate governance and transparency and remains committed to all applicable statutory and regulatory compliances under the Companies Act, 2013 and other relevant laws.

There was no issue of equity shares with differential rights related to the dividend, voting or otherwise, and there was no buyback of shares.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

SUBSIDIARY, ASSOCIATES & JV:

The Company does not have any subsidiary, joint venture or associate company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

LOANS, GUARANTEE AND INVESTMENT:

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.

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

All the transactions with related parties entered into during the financial year 2024-2025 were on arms length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. 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.

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 AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company comprises of six Directors viz. Mr. Sandeep P. Shah, Executive Chairman, Mr. Girish Jajoo, Managing Director, Ms. Megha Mehul Mehta, Independent Director, Mr.

Premal Nitin Shroff, Independent Director, Mr. Kirit Babubhai Rathod, Independent Director and Ms. Alpa Vinesh Shah, Non-Executive Director.

To comply with the requirement of Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, none of the Non-Executive Directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Girish T. Jajoo, Managing Director

2. Mr. Subhash R. Yadav, Chief Financial Officer (resigned on 20/01/2024)

3. Ms. Sarita Jotaniya, Company Secretary.

BOARD MEETINGS

6 (six) 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.

DISCLOSURE BY 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, 2025, 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.

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 five times during the financial year 2024-25.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Ms. Megha M. Mehta and Mr. Kirit B. Rathod, both Independent Directors and Ms. Alpa V. 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.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder 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, 2025, 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 criteria laid down under Section135 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.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

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.

EMPLOYEE:

The Company had ten 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 1 to this report.

The information relating to top ten employees in terms of remuneration will be provided to any Shareholder on a written request to the Company. In terms of Section 136 of the Act, the said report will be available for inspection of the Members at the registered office of the Company during the business hours on all working days of the Company upto the date of Annual General Meeting and through electronic mode.

STATUTORY AUDITORS

According to Directors, there is no adverse remarks 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.

M/s. MAKK & Co., Chartered Accountants, (Firm Registration Number: 117246W) were appointed as Statutory Auditor of the Company by the shareholders in their Extra-Ordinary General Meeting held on 21^st May, 2024 to hold he office till the conclusion of 30^th Annual General Meeting.

M/s. Shah & Savla LLP, Chartered Accountants, (FRN 109364W/W100143), resigned as Statutory Auditors of your Company on 28^th June, 2024.

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 Auditors 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 2 to this report. According to the Board of Directors, the report does not have any adverse remark.

COST AUDIT

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31^st March, 2025 is placed on the website of the Company at www.spsfinquest.co.in.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an anti-Sexual Harassment Policy in line with the requirement of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Internal complaints committee (ICC) has been set-up to redress complaints received regarding sexual harassment during the year 2024-25 under review.

The Company has not received any complaint of sexual harassment during the year 2024-25.

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.

ACKNOWLEDGEMENT

Your Directors places on record their deep sense of appreciation to the Companys Bankers, clients and all employees for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

	For and on behalf of the Board
	Sd/-
Mumbai,	(SANDEEP P. SHAH)
07th August, 2025	CHAIRMAN
	(DIN: 00368350)