Your Directors have great pleasure in presenting 38^th Annual Report along with the Audited
Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2025.

1. Financial Results

The Company's performance during the year ended 31^st March, 2025 as compared to the
previous financial year, is summarized below:

3. Statement of Company's Affairs

During the year under review,

a) the turnover of the Company in the financial year ended as on March 31, 2025 is

47,63,841.98/- (INR in Hundreds) as against 35,14,679.53/- (INR in Hundreds) the
previous year ended as on March 31, 2024;

b) the profit of the Company in the financial year ended as on March 31, 2025 is
1,21,490.62/- (INR in Hundreds) as against profit of 1,10,124.59/- (INR in Hundreds) in
the previous year ended as on March 31, 2024.

Company is in the process of optimising production on all the existing machines by
manufacturing optimal product mix. Using better quality yarns and doing product innovation
by using different finishes, which will enhance the overall quality and help to improve our
margins.

4. The Change in the Nature of Business, if any

There was no change in the nature of business of the Company, during the year under review.

5. Transfer to Reserves

Your Directors do not propose to transfer any amounts to the general reserves of the
Company, instead have recommended retaining the entire profits after payment of dividend, if
any for the financial year ended 31^st March, 2025 in the profit and loss account.

6. Dividend

The Board has recommended a final Dividend of Rs. 1.00/- per equity share for the financial
year ended 31^st March, 2025. If the above recommendation is accepted by the Members of
the Company at the ensuing Annual General Meeting, the total outflow on this account will be
Rs. 27.64 Lacs.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the Year, Unclaimed Dividend for FY 2016-17 amounting to Rs. 3,35,147/- (Three Lacs
Thirty-Five Thousand One Hundred Forty-Seven only) has been transferred to the Investor
Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations') requires the top 1000
listed entities, based on market capitalization calculated as on March 31 of every Financial
Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report
and on the website of the Company. However, Your Company is out of purview of top 1000
listed entities based on market capitalization calculated as on March 31 2025.

9. Share Capital

There has been no change in the share capital of the Company during the financial year under
review.

The authorized share capital of the Company as on March 31, 2025 is INR 3,50,00,000/-
(Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity
Shares of INR 10/- (Rupees Ten Only) each.

The paid-up equity share capital of the Company as on March 31, 2025 is INR 2,76,43,260
(Rupees Two Crore Seventy-Six Lakhs Forty-Three Thousand Two Hundred Sixty Only)
divided into 27,64,326 (Twenty-Seven Lakhs Sixty-Four Thousand Three Hundred Twenty-
Six) Equity Shares of INR 10/- (Rupees Ten Only) each.

10. Disclosure regarding issue of equity shares with differential rights:

All the equity shares issued by the Company carry similar voting rights and the Company has
not issued any equity shares with differential voting rights during the financial year under
review.

11. Disclosure regarding issue of employee stock options:

The Company has not granted any employee stock options (ESOPs) during the financial year
under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014 is not required.

12. Disclosure regarding issue of sweat equity shares:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, has not issued any sweat equity shares during
the financial year under review and hence the disclosure requirements in this connection will
not apply to the Company.

13. Buy-back

The Company has not bought back its shares during the financial period under review.

14. Annual Return

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as
amended, the Annual Return of the Company e-Form MGT-7 for the Financial Year 2024-25 is
uploaded on the website of the Company at http://www.spentasocks.com.

15. Number of Board Meetings

The Members of the Board had met Thirteen (13) times during the financial year under
review. The dates of the Board Meeting are as follows:

16. Meeting of Independent Directors

The Independent Directors met once during the year on 13^th February, 2025 to review the
working of the Company, its Board and Committees. The meeting decided on the process of
evaluation of the Board and Audit Committee. It designed the questionnaire on limited
parameters and completed the evaluation of the Board by Non-Executive Directors and of the
Audit committee by other members of the Board. The same was compiled by Independent
authority and informed to the members.

17. Directors Responsibility Statement

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

i) in the preparation of the annual accounts, the applicable accounting standard 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 that period;

iii) the Directors have taken proper and sufficient care for the maintenances of adequate
accounting records in accordance with the provision of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual accounts on a going concern basis;

v) 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; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating.

18. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned
in this Report.

19. Statement on Declaration Given by Independent Directors Under Section 149(6)

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant SEBI Listing Regulations.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not
aware of any circumstances or situation which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties. Based on the declarations
received from the independent directors, the Board has confirmed that they meet the criteria
of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that
they are independent of the management.

In the opinion of the Board, the independent directors are, individually, person of integrity
and possess relevant expertise and experience.

20. Directors and Key Managerial Personnel

During period under review, there were no changes took place in the Board Composition.

However, Mr. Sudhir Kumar (ACS: 71594) acted as a Compliance Officer of the Company for
a period of October 06^th, 2023 to November 08^th, 2024 and ceased to be the Company
Secretary and Compliance Officer pursuant to his resignation with effect from close of
business hours on November 08^th, 2024.

Ms. Priti Ashok Shukla (ACS: 71248) has been appointed and acts as Company Secretary and
Compliance Officer with effect from Wednesday, February 05^th, 2025 onwards in the Financial
Year 2024-2025.

21. Attributes, Qualifications & Independence of Directors, their appointment and
remuneration

The Nomination & Remuneration Committee of Directors have approved a stat for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and
senior management employees and the Directors appointed shall be of high integrity with
relevant expertise and experience so as to have diverse Board and the Policy also lays down
the positive attributes/criteria while recommending the candidature for the appointment as
Director.

The NRC has formulated the criteria for determining qualifications, positive attributes and
independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI
Listing Regulations. The relevant information has been given in Annexure A which forms part
of this Report. The policy on Company's Remuneration and Nomination is posted on
Company's website at www.spentasocks.com and also annexed hereto as Annexure B.

22. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made
thereunder:

During the Year under review, the Company does not have any Holding or Subsidiary
Company. Therefore, No Managing Director or Whole time Director has received any
Remuneration or commission and the following provision is not applicable.

23. Auditors

a) Internal Auditors

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. B. G.
Dolar & Co., Internal Auditors for the Financial year 2024-2025 to conduct the internal
audit and to ensure adequacy of the Internal controls, adherence to Company's policies
and ensure statutory and other compliance through, periodical checks and internal audit.

b) Statutory Auditors

The Company at its 37^th Annual General Meeting held on 24^th September, 2024 appointed
M/s. A K Kocchar & Associates, Chartered Accountants (FRN: 120410W) re-appointed
as Statutory Auditors of the Company for a period of Five consecutive years and who shall
hold such office from the conclusion of 37^th Annual General Meeting till the conclusion of
42^nd Annual General Meeting at such remuneration as may be mutually decided by the
auditors and the Board of Directors thereof. Further, they have confirmed that they are not
disqualified as auditors of the Company under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules or regulations made thereunder.

c) Secretarial Auditors

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY
2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2024¬
2025 is annexed herewith as Annexure-C.

d) Cost Auditor and Cost Audit

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the financial 2024-25. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the provisions
of section 148 of the Companies Act, 2013 as the same was not applicable to the Company
during the financial year under review.

24. Comments of the Board on Auditors' Report

During the reporting period, The Statutory Auditors and the Secretarial Auditors have no
observations or qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements and by the Secretarial Auditors in respect
of Secretarial Audit as on and for the year ended 31^st March, 2025 respectively.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to
obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates

LLP were appointed to conduct Secretarial Audit and issue Report for the financial year 2024¬

25.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial
year 2024-25 forms part of this report. The Secretarial Audit Report is annexed herewith as
Annexure - C.

25. Particulars of Loans, Guarantees or Investments made under section 186 of the
Companies Act, 2013

Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements in note no. 12 & 47.

26. Subsidiaries and Associate Companies

The Company does not have any subsidiaries, joint venture and associate companies as on
31^st March, 2025, therefore report on the highlights of performance of subsidiaries, joint
venture and associate companies is not provided in this report.

27. Particulars of Contracts or Arrangements made with Related Parties

All the related party transactions are entered on arm's length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which may have potential conflict with the interest
of the Company at large or which warrants the approval of the shareholders. The transactions
are being reported in Form AOC-2 i.e. "Annexure - D" in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A
statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company's
website at www.spentasocks.com.

28. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company
to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

29. Cash Flow and Standalone Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Standalone Financial Statements is part of the Annual Report.

30. Conservation of Energy, Technology & Foreign Exchange

Information on conservation of energy, technology absorption, foreign exchange earnings and
out go, is required to be given pursuant to provision of Section 134 of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked
as Annexure-E and forms part of this report.

31. Statement Indicating/Concerning Development and Implementation of Risk
Management Policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives and thus in pursuance of the same it has formulated a Risk
Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and
functions are systematically addressed and also discussed at the meetings of the Audit
Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee and the risk management policy is
available on the website of the company: www.spentasocks.com.

32. Statement on Corporate Social Responsibility

The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company as
the Net-worth, Turnover and Net profit of the Company was under the triggering limits during
the year under review.

33. Annual Evaluation of the performance of the Board, its Committees and of Individual
Directors has been made

During the year, the Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, governance issues etc. Separate
exercise was carried out to evaluate the performance of individual Directors including the
Board Chairman who were evaluated on parameters such as attendance, contribution at the
meetings and otherwise, independent judgment, safeguarding of minority shareholders
interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of
the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

34. Familiarization Programme for Independent Directors

The familiarization program aims to provide Independent Directors with the industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to
enable them to take well informed decisions in a timely manner. The familiarization program
also seeks to update the Directors on the roles, responsibilities, rights and duties under the
Act and other statutes. The policy on Company's familiarization program for Independent
Directors is posted on Company's website at http://www.spentasocks.com.

35. Particulars of Employees

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013
read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure-F.

36. A statement showing names of the top ten employees in terms of remuneration
drawn during the said financial year

There have been no employees who is drawing the remuneration as specified in Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore
the required details are not provided in this report.

37. Deposits

Your Company did not accept any deposits from the public during the year. There are no
deposits which have not been claimed by depositors or paid by the Company after the date on
which the deposit became due for repayment or renewal, as the case may be, according to
the contract with the depositors & there are no total amounts due to the depositors &
remaining unclaimed or unpaid.

38. The details of Significant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future

There were no significant or material orders passed by the Regulators, Courts or Tribunal
which impact the going concern status of the Company and the Company's operations in
future.

39. Internal Control System

The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most sustainable
and competitive Company in our industry". The Company's internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.

40. Disclosure under the Sexual Harassment of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention
of sexual harassment at workplace with a mechanism of lodging complaints, for the benefits
of its employees. During the year under review, the Company has adopted a policy on
prevention of sexual harassment of women at workplace. The Company has also constituted
an Internal Complaints Committee/Anti-Sexual Harassment Committee as required under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Currently there are 13 women employees' working with the Company and a senior
women employee has been designated to receive complaints and report such cases to the
Anti-Sexual Harassment Committee in this behalf. During the year under review no
complaints were received under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The details as required under the law for the compliant
is provided below:

41. Insolvency and bankruptcy code

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

42. Disclosure under rule 8(5)(xii) of the Companies (Accounts) rules, 2014

During the year, there were no instances where your Company required the valuation for one¬
time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at the
time of onetime settlement and valuation done while taking loan from the Banks and Financial
Institutions along with the reasons thereof is also not applicable.

43. Disclosure under the Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which
ensures maternity benefits to women employees as per applicable law. During the financial
year ended March 31, 2025, the provisions of the Act were applicable to the Company;
however, no instances arose wherein maternity benefits were availed by any woman
employee of the Company as the Company does not have any female Employee.

The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.

44. Voluntary revision of financial statements or board's report

There has been no voluntarily revision in the financial statements and board's report for the
previous financial years.

45. Committees of the Board

During the year, in accordance with the Companies Act, 2013, There are currently three
Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

For details (composition, number of meeting, attendance, etc.) of Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee, please
refer to Corporate Governance Report forming part of this report as Annexure H.

46. Whistle Blower Policy/Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at
http://www.spentasocks.com.

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

47. Registrar and Share Transfer Agent:

M/s MUFG Intime India Private Limited, C 101, 1^st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli West, Mumbai - 400083, Maharashtra, is the Registrar and Share Transfer Agent of
the Company for the physical and Demat shares. The members are requested to contact
directly for any requirements.

48. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015, is given separately and is annexed as Annexure-G
and forms part of this report.

49. Corporate Governance Report

The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under
regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the
practicing Company Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this
Annual Report as Annexure-H.

50. Compliance of applicable Secretarial Standards

Your Directors hereby confirm that the Company has complied with the necessary provisions
of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to
the Company.

51. Enhancing Shareholder Value

Your company firmly believes that its success, the marketplace and a good reputation are
among the primary determinants of value to the shareholder. The organizational vision is
founded on the principles of good governance and delivering leading-edge products backed
with dependable after sales services.

52. Cautionary Statement

Statements in the Board's Report and the Management Discussion & Analysis describing the
Company's objectives, expectations or forecasts may be forward looking within the meaning
of applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the Company's operation
include global and domestic demand and supply conditions affecting selling prices of Raw
Materials, Finished Goods, input availability and prices, changes in government regulations,
tax laws, economic developments within and outside the country and various other factors.

53. Other Disclosures

a) Proceeding under The Insolvency and Bankruptcy Code, 2016:

There were no proceedings, either filed by the Company or against the Company,
pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as of March 31, 2025.

b) The requirement to disclose the details of difference between amount of valuation done
at the time of onetime settlement and valuation done while taking loan from the Banks
and Financial Institutions along with the reasons thereof is also not applicable.

54. Acknowledgements

Your Directors take this opportunity to thank the Company's Members, Customers, Vendors
and all other Stakeholders for their continued support throughout the financial year. The
Directors also thank the Stock Exchange, Banks, Ministry of Corporate Affairs, State
Governments, Government of India and all other Government agencies and Regulatory
Authorities for the support extended by them and also look forward to their continued support
in future.

Your Directors would also like to place on record their sincere thanks & appreciation for their
contribution, consistent hard work, dedication and commitment of our employees at all levels
for their contribution to the success achieved by the Company.

For and on behalf of the Board of Directors
SPENTA INTERNATIONAL LIMITED

Sanjay Gadodia Danny Hansotia

Chairman & Whole Time Managing Director &
Director CFO

DIN:00203433 DIN: 00203497

Place: Palghar

Date: 14th August, 2025