Your Director's are pleased to present their 42^nd Annual Report on the Business and operations of the
Company together with the Audited Accounts of your Company ('S P Capital Financing Limited') for
the year ended March 31,2025.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31,2025 is summarized below:

(INR in Lakhs)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On standalone basis, your company earned the gross income of INR 561.56 Lakhs as against INR
255.10 Lakhs in previous year. The total expenditure during the year under review was INR 409.72
Lakhs as against Rs. 181.34 Lakhs in the previous year. The Total Comprehensive Income was INR
209.81 Lakhs as against INR 229.53 Lakhs in the previous year.

On consolidated basis, your Company has earned the gross income of INR 561.56 Lakhs as against
INR 255.10 Lakhs in the previous year. The total expenditure during the year under review was Rs.
409.72 Lakhs as against INR 181.34 Lakhs in the previous year. The Total Comprehensive Income was
INR 210.54 Lakhs as against INR 229.72 in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANY

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules,
2014, the report on performance and financial position of associate company is included in the
Consolidated Financial Statements (CFS) in the Company. A statement containing the salient features
of financial statements of associate company of the Company in the prescribed Form AOC - 1 forms a
part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other
applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 and
forming part of this Annual Report as Annexure 4. In accordance with Section 136 of the Act, the
financial statements of associate company are available for inspection by the members at the
Registered Office of the Company during business hours on all days except Saturdays, Sundays and
public holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said
financial statements may write to the Company Secretary at the Registered Office of the Company. The
financial statements including the CFS, and all other documents required to be attached to this report
have been uploaded on the website of the Company at www.spcapital.in.

Brief Financial and Operation of Associate Company are given here under:

Pride Orchard's Private Limited: It earned gross income of Rs. 2.81/- Lakhs as against Rs. 2.04/-
Lakhs in the previous year. The total expenditure during the year under review was Rs. 0.98/- Lakhs as
against expenditure of Rs. 1.62/- Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as “the Act”),
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable
Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial
year 2023-24, together with the Auditors' Report form part of this Annual Report

STATE OF AFFAIRS OF YOUR COMPANY

The Company, being a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of
India and engaged in investment activities, continued to focus on prudent deployment of resources and
selective investment expansion. The year witnessed steady growth in revenue streams and profitability
despite a challenging macroeconomic environment.

The Company aims to continue its strategy of strengthening of investment portfolio, and adoption of
technology-enabled processes. With improved earnings and a stronger balance sheet, your Company is
well-positioned to pursue sustainable growth in the coming years while adhering to the regulatory
framework for NBFCs.

DIVIDEND

Equity Shares:

During the Financial year ended 31^st March, 2025, Board of Directors declared Interim Dividend @ 10%

i.e. Rs. 1.00/- per equity share of Rs. 10/- each in their meeting held on Tuesday, August 27, 2024 for

the F.Y 2024-25. Dividend was paid on September 13, 2024.

The Board of Directors had recommended the Final Dividend @ 5% per Equity Shares i.e. Rs. 0.5/- per
Equity Share, the face value of Equity Shares is Rs. 10/- per equity share in their meeting held on
Tuesday, August 12, 2025 for the F.Y 2024-25 subject to the approval of the shareholders.

Preference Shares:

During the Financial year ended 31^st March, 2025, the Board has declared & paid an Interim Dividend at
the rate of 5% (i.e., 5 per share) on 30,00,000 Non-Convertible, Non-Cumulative Redeemable
Preference Shares of ?100 each, amounting to ?1,50,00,000/- (Rupees One Crore Fifty Lakhs only), for
the financial year 2024-25, as approved and declared by the Board of Directors at its meeting held on
August 27, 2024.

TRANSFER TO RESERVES

During the year your Company has not transferred any amount to general reserve.

RBI GUIDELINES

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India
from time to time.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (“IND AS”) from April 01, 2019 with a transition
date of April 01, 2018. Accordingly, the financial statement for the year 2024-25 have been prepared in
accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued
there under and the other recognised accounting practices and policies to the extent applicable.

). LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed and traded on the BSE. The scrip code
number of the Equity Shares of the Company on BSE is 530289.

The Company has paid up to date listing fees to the stock exchange.

I. ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Act, the Annual Return of the
Company for the Financial Year ended on March 31, 2025, is hosted on the website of the Company at
www.spcapital.in/investorrelations.html

>. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial
statements.

13. MEETINGS OF THE BOARD

Your Board of Directors duly met Six (06) times during the financial year i.e. May 29, 2024, August 13,
2024, August 27 2024, November 14, 2024, February 12, 2025, and March 20, 2025 in respect of which
proper notices were given and the proceedings were properly recorded and signed in the Minute Book

maintained for the purpose. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.

DECLARATIONS FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfil the
criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149
of the Companies Act, 2013, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five
years on passing of a special resolution by the company and disclosure of such appointment in Board's
Report. Further Section 152 of the Act provides that the independent directors shall not be liable to
retire by rotation in the Annual General Meeting ('AGM') of the Company.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Company financial position have
occurred between the end of the financial year of the Company and the date of this report, except as
disclosed elsewhere in this report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management Discussion and
Analysis Report, capturing your Company's performance, industry trends and other material changes
with respect to your Company's and its associates, wherever applicable, for the year under review is
presented in a separate section forming part of this Annual Report as Annexure 5

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the mandatory requirements of Corporate Governance as prescribed
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report
on Corporate Governance, including the certificate from a Practising Company Secretary confirming
compliance, forms part of this Annual Report. The Report on Corporate Governance is been attached
with this report as Annexure 6.

BOARD OF DIRECTORS

The present strength of Board of Directors consists of two (Promoter) Directors and two Non-Executive
(Independent) Directors who are themselves experienced industrialists heading their business empire
and category are given below:

(A) The Constitution of the Board as on March 31, 2025.

The Composition of the Board of Directors and also the number of other Directorship of Committees of
which they are member/Chairperson are as given below:

(B) Attendance of each Director at the Board Meeting and the Last Annual General Meeting:

During the year under review, Six Board meetings were held which were attended by each the Director
as detailed herewith.

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Changes in Director and Key Managerial Personnel (KMP):

During the financial year under review, the following were the changes in the Directors of the Company:

1. Appointment of Mr. Arun Kumar Nayar (DIN: 02015803) as the Additional Non-Executive
Independent Director of the Company w.e.f. August 13, 2024;

2. Regularisation of appointment of Mr. Arun Kumar Nayar (DIN: 02015803) as the Non-Executive
Independent Director of the Company w.e.f. September 30, 2024;

3. Retirement of Mr. Baldev Lakhmichand Boolani (DIN: 00856660) as Independent Director of the
Company w.e.f. November 14, 2024.

However, following were the changes in the post of Company Secretary & Compliance officer

1. Resignation of Ms. Sonali Sudhir Bapardekar, Company Secretary & Compliance Officer w.e.f.
December 24, 2024.

2. Appointment of Ms. Sonali Sudhir Bapardekar, as the Company Secretary & Compliance Officer
w.e.f. March 20, 2025.

3. Resignation of Ms. Sonali Sudhir Bapardekar, Company Secretary & Compliance Officer w.e.f. May
08, 2025.

4. Appointment of Mr. Arun Omprakash Sonar, as the Company Secretary & Compliance Officer
w.e.f. May 08, 2025.

(ii) Retirement by rotation:

Mrs. Meena Sureshchand Jain (DIN 00004413), who retires by rotation and, being eligible, offers herself
for re-appointment. If re-appointed, her term would be in accordance with the policy for directors of the
Company.

The following policies of the company are attached herewith

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Director's (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

(iii) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 (1) (a) of the
SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board.
Your Company has Mrs. Meena Sureshchand Jain, as Woman Director on the Board of the Company.

(iv) Key Managerial Personnel

In accordance to the provisions of Companies Act, 2013, the following persons are the KMPs of the
Company, as recorded by the Board as on March 31, 2025:

Mr. Sureshchand P Jain : Managing Director

*Mrs. Sonali Bapardekar : Company Secretary

Mr. Sandeep Gopale : Chief Financial Officer

*Ms. Sonali Sudhir Bapardekar had resigned from the position of Company Secretary &
Compliance Officer and Mr. Arun Omprakash Sonar has been appointed in her place w.e.f. May
08, 2025.

AUDITORS

At the Annual General Meeting held on September 30, 2021, M/s. JMT & Associates, Chartered
Accountants (FRN:104167W), were appointed as statutory auditors of the Company to hold office till the
conclusion of the Annual General Meeting to be held in the calendar year 2025. Since, they have
completed their term in accordance with the provisions of Section 139 of the Companies Act, 2013 and
the rules made thereunder. Accordingly, they will ceased to hold office at the conclusion of the 42^nd
Annual General Meeting held on September 30, 2025.

The Board of Directors placed on record its appreciation for the professional services rendered by M/s.
JMT & Associates, Chartered Accountants (FRN:104167W) during their tenure as statutory auditors of
the Company.

Pursuant to the recommendation of the Audit Committee, the Board at its meeting held on August 12,
2025, recommended the appointment of M/s. R C Jain & Associates LLP, (FRN: 103952W) Chartered
Accountants, as the Statutory Auditors of the Company for a term of Five consecutive years, to hold
office from the conclusion of the 42^nd Annual General Meeting until the conclusion of the 47^th Annual
General Meeting.

(I) Statutory Auditors Report

The observations made by the Statutory Auditors in their Report for the Financial Year Ended March 31,
2025, read with the explanatory notes therein are self-explanatory and therefore, do not call for any
further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.
Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees.

(II) Secretarial Audit Report

A Secretarial Audit Report for the year ended March 31, 2025 in prescribed form duly audited by the
Practicing Company Secretary Firm M/s. Shobha Ambure & Associates is annexed as Annexure 9
herewith and forming part of the report.

Explanation by the Board on qualifications made by Secretarial Auditor is as follows:

1. Non-Compliance Notice from BSE on Regulation 17(1A):

During the audit, it was noted that BSE issued a notice to the company on November 21, 2024,
detailing penal actions for alleged non-compliance with Regulation 17(1A) of SEBI (LODR)
Regulations, 2015, which pertains to the appointment and continuation of non-executive
directors aged 75 or above.

Management's Reply:

The company did not satisfy the applicability criteria under Regulation 15 in 2019, rendering the
Corporate Governance provisions, including Regulation 17(1A), inapplicable at the time of Mr.
Baldev Boolani's appointment; consequently, no special resolution was required for his
continuation despite attaining the specified age. Further please note that Mr. Baldev Boolani
has ceased to be Independent Directors since his term is ended on 29th September 2024.

(III) Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is applicable to your Company for the FY 2024-25. The same
has been filed with the BSE Limited within the prescribed time limit.

(IV) Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors and employees to report to the
appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the
Company's code of Conduct. During the financial year 2024-25, no cases under this mechanism were
reported to the Company and associate Company. During the year no personnel has been denied
access to the Audit Committee.

. INTERNAL CONTROL

The Board ensures the effectiveness of the Company's system of internal controls including
financial, operational and compliance control and same is subject to review periodically by the
Board of Directors and M/s. M.M. Dubey and Co, Chartered accountants, Internal Auditors of the
Company for its effectiveness. The control measures adopted by the company have been found to
be effective and adequate to the Company's requirement.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby

confirms that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2025 the applicable
accounting standards have been followed along with proper explanation relating to material
departures.

ii. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and loss of the
Company for the year ended March 31, 2025.

iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

DETAILS OF COMMITTEE OF DIRECTORS

The Board of Directors has constituted three committees of the Board (i) Audit committee (ii) Nomination

& Remuneration Committee and (iii) Stakeholder's Relationship Committee.

(i) AUDIT COMMITTEE

Audit Committee comprised of following members and attendance of Audit Committee members as

follows:

Composition

The Committee met on May 29, 2024, August 13, 2024, November 14, 2024 and February 12,
2025.

(ii) NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of following members and attendance of
NRC members as follows:

Composition:

The Committee met on August 13, 2024 and March 20, 2025

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprised of following members and attendance of
Stakeholder Relationship Committee members as follows:

a) The Particulars of Investors, grievances received and redressed during the year are
furnished below:

The Committee met on August 13, 2024

PARTICULARS OF EMPLOYEES

The prescribed particulars of the employees required under Rule 5 (1) of the Companies
(Appointment and Remuneration) Rules, 2014, are attached as Annexure 8 and forms part of this
report. None of the employees of the Company is in receipt of remuneration prescribed under Section
197 (12) of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014. Thus, furnishing of particulars under the Companies (Appointment and
Remuneration) Rules, 2014 does not arise.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of your Company occurred
between the end of the financial year to which Financial Statements relate and the date of this report.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks
which may threaten the existence of the Company. The same has also been adopted by your Board and
is also subject to its review from time to time. Risk mitigation process and measures have been
also formulated and clearly spelled out in the said policy.

CORPORATE SOCIAL RESPONSIBILTY

Section 135(1) of the Companies Act, 2013 is not applicable to your Company. Hence, report of the
same is not forming part of this report.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH PARTY

During the year under review, Company has not entered into any transactions with Related Party which
requires disclosure under Section 134 (3) (h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014. However, the particulars of transactions with Related Party during
the year have been disclosed in the notes to the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the
Company since it doesn't own any manufacturing facility.

Further the Company has not earned nor spends foreign exchange during the year.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS:

The Board carried out formal annual evaluation of its own performance and that of its committees viz.,
the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee
(NRC). The Board also carried out the performance evaluation of all the individual directors including
the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of
all the individual directors and Chairman of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There was no such event during the year under review.

PUBLIC DEPOSITS

Since your Company is a non-deposit taking Non-Banking Financial Company, it has not accepted any
deposits under Chapter V of Companies Act, 2013 applicable guidelines of Reserve Bank of India,
during the year under review

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals, which may
impact the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has adequate system of internal financial controls in place to ensure the reliability of their
financial statements, prevent fraud and mismanagement, and ensure compliance with applicable laws
and regulations.

MAINTENANCE OF COST RECORDS

As the Company not fall in the list as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, hence Company is not maintaining accounts and records

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment of women at the workplace. The
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”) are presently not applicable to the Company, as the number of employees is
below the threshold limit prescribed under Section 4 of the said Act for constitution of an Internal
Complaints Committee.

During the FY 2024-25, the following were the details of complaint received on sexual harassment:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days. Nil

DETAILS REGARDING COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended
from time to time. The Company provides maternity benefits to eligible women employees as per the
provisions of the Act. All necessary facilities and leave entitlements, including extended maternity leave,
nursing breaks, and related benefits, are being provided as mandated under the Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

There was no such event during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no such event during the year under review.

OTHERS

1. The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings, Annual General Meetings and Dividend.

2. The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof- Not Applicable.

3. There has been no material change in the nature of business of the Company during the year under
review.

4. During the year under review, there were no instances of any frauds reported by the Statutory
Auditors under section 143(12) of the Act.

ACKNOWLEDGEMENT

Yours director’s take this opportunity to thank the Financial Institutions, Banks, Business Associates,
Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to the Company and look forward to
their continued support in future. We very warmly thank all of our employees for their contribution to
your Company’s performance. We applaud them for their superior levels of competence, dedication
and commitment to your Company.

For and on behalf of the Board
S P CAPITAL FINANCING LTD

Sd/- Sd/-

Suresh chand Premchand Jain Meena Sureshchand Jain

Managing Director Director

DIN: 00004402 DIN: 00004413

Place: Mumbai
Date: August 12, 2025