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Dear Members,

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.

1. FINANCIAL RESULTS

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

(INR in Lakhs)

2. 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. .

3. 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 Orchades 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.

4. 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

5. 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.

6. 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.

7. TRANSFER TO RESERVES

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

8. RBI GUIDELINES

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

9. 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.

10. 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.

11. 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

12. 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.

14. 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.

15. 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.

16. 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

17. 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.

18. 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.

19. 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:

*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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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.

33. 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

34. 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.

35. 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.

36. 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

37. 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

38. 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.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no such event during the year under review.

40. 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.

41. 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.

42. 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.