The Board of Directors hereby submi ts the report of the business and operations of your Company (‘the Company'^-), along with the audited financial statements, for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

( AMOUNTS IN LAKHS)

2. REVIEW OF BUSINESS OPERATION Standalone:

The Total Income of the Company stood at Rs. 31 14.On lacs for the year ended March 31,202.4 as against Rs. 1933.24 Lacs in the previous year. The Company made a Net Profit of Rs. 269.07 Lacs for the year ended March 31, 2024 as compared to the Net Profit of Rs. 170.02 Lacs in the previous year registering increase of 58.26%

Consolidated:

During the year under review, the company formed a subsidiary and hence the consolidated position is as under.

The Consolidated Total Income is Rs. 10203,57 Lacs for the financial year ended March 31, 2024 as against Rs. 1932.77 Lacs during the previous financial year. Consolidated Net Profit is Rs. 891.60 Lacs for the year ended March 31, 2024.

3. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,2024

4. TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial ^:year 2023-24. All the profit of the Company was transferred to carry forward credit balance of Profit and Loss account of the Company.

5. CASH FLOW STATEMENTS

As required under regulation 34 of the SEE] (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

6. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,2024.

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies; Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund i I ITT). In FY 2023-24, there was no amount due for transfer to I EPF.

8. DISCLOSURES BY DIRECTORS

The Board of Director? has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s M Rupareliya & Associates Practicing Company Secretary is annexed to the Board’s Report as “Annexure VII”.

9. CHANGE IN THE REGISTERED OFFICE:

During the year under review, the Board vide its resolution dated August I 1. 2023 changed the registered office of company from “ “Plot No 237/B, Shop No. 4, GIDC, Phase 11, Dared Jamnagar-361005, Gujarat, India” to “Plot No. 4009 & 4010, GIDC, Phase III, Dared Jamnagar-361004, Gujarat, India”

10. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objeetofthe Company.

11. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL:

There were following changes in share capital of the Company during the year under review and between the end of the financial year of the company to which the financial, statements relate and the date of the report.

Pursuant tO proceedings of Postal Ballot dated March 29, 2024, the members of the Company passed ordinary' resolution to alter the capital clause of company pursuant to Split of shares of the company - Alteration of Capital Clause of the Memorandum of Association as under:

“The Authorized Share Capital of the Company is Rs. 16,00,00,000/- (Rupees Sixten Crores Only) divied into 8,00,00,000 (Eight Crore) Ecpthy Shares of Rs. 2.V- (Rupees Two only) each. ”

Further, the authorized share capital of the company was increased from Rs. 16,00,00,0001-. (Rupees Sixteen Crores Only) divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.22,00,00,000/- (Rupees Twenty Two Crores Only) divided into 11,00,00,000 (Eleven Crores Lakhs) Equity Shares ofRs. 2/- .(Rupees Two Only) each by creation of additional 3,00,00,000 (Three Crore-.) Equity Shares of Rs. 2/- (RupeesTwo Only) each on August 02, 2024.

Further the Paid up capital of the Company was increased from Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) to Rs. 21,13,58,920/- (Rupees Twenty One Crore Thirteen Lakhs Fifty Eight Thousand Nine Hundred and Twenty Only) divided into 10,56,79,460 Equity shares of Rs. 02/- (Rupees Two Only) pursuant to the issue of Bonus Shares to the members of the company.

12. BONUS SHARES

Furthermore, Board had issued and allotted 5,28,39,730 Bonus Shares to the existing equity shareholders in the ratio of 1:1 i.e. 1 (One) fully paid-up equi ty shares for every 1 (One) existing fully paid-up equi ty share held by the Members of the Company by capitalizing up to Rs 10,56(79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) from the existing securities premium account and free reserves¹ of the Company with the approval of shareholders and Board of Directors.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

As on the date of this report, the Board comprises following Directors:

¹ Committee includes Audit Committed and Shareholders’ Grievances ( V-mmiltoo across all Companies. The following Directors Were appointed and resigned as follows:

The composition of Board complies with the requirements of the Companies: Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted horn requirement ofhaving composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

14. BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when requires discussing and deciding on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 12 (Twelve) times on May 02, 2023, May 23, 2023, June 08, 2023, July 19, 2023, August 08, 2023, August 14, 2023 August 23, 2023, November 10, 2023, November 17, 2023, January 04, 2024, February 06, 2024 and February 26, 2024.

The details of the attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Retirement by Rotation of the Directors

In accordance wi th the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pragjibhai Meghjibhai Patel (DIN: 00414510), Executive Director of the Company, retires by rotation and offers himself for reappointment.

The brief resume of Mr. Pragjibhai Meghjibhai Patel, the nature of his expertise in specific functional areas, names of fire-companies, in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under. As on 31^s1 March 2024, the Company has four Non-Promoter Non- Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (J) of the Companies: Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 25, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quali ty, quantity and timeliness of flow of information between Company management and Board.

Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

15. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEB1 Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance;, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also: evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company on March 25, 2024.

16. PERFO RMANC E EVALUAT ION:

The Board of Directors has carried out an annual evaluation of its own performance board committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria. Such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria Such as the composition of committees, effectiveness of committee meetings eta

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis/ of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pradent 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 profit of the Company for that year;

q) The Directors had taken proper and sufficient care for the maintenance of adequate acebunting 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 Directors had prepared the annual accounts for the year ended March 31, 2024 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively, and

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

18. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various, committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee: meeting is generally held for the purpose of recommending the quarterly and yearly result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 06 (Six) times viz on May 02, 2023, May 23, 2023, June 01 2023, August 08 2023, November 10, 2023, February 06, 2024

The Composition of the Committee and the details of meetings attended by its members are given below:

* Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Dhruvik Bhanderi was admitted as member of the committee on on My 19, 2023 and designated as Chairman of Audit Committee W.e.f August 08, 2023

* Mr. Sandip Pandya resigned on July 18, 2023

* Mr, Jignesh Sanghani was admitted as member of Audit Committee on August 08, 2023.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires, Chief Financial Offic er of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/wheneyer given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to: report to the management instances: of unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the .Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional Cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee: of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https: //spravking .co .in/

B. Stakeholder’s Grievance & Relationship Committee:

The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressat of Shareholders’ / Investors’ Grievances,, if any, like Transfer / Transmission / De-mat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report; Dividend Warrants; etc. During the year under review. Stakeholder’s Grievance & Relationship Committee met 01 (One) times viz on May 23, 2023.

The composition of the Committed and the details of meetings attended by its members are given below:

• Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was designated as Chairman of Stakeholder’s Relationship Committee w.e.f August 08, 2023

• Mr. Sandip Pandya resigned on My 18, 2023.

• Mr, Dhruvik Bhanderi was admitted as member of Stakeholder’s Relationship Committee on July 19, 2023.

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2024. ' ' - . .

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review. Nomination and Remuneration Committee met 05 (Five) times viz on May 23 2023, July 19 2023, August 08 2023, November 10 2023 and November 17 2023.

The corrmosition of the Committee and the details of meetings attended bv its members are eiven below

• Mr. Sandip Pandya resigned on July 18, 2023 and Mr. Dhruvik Bhanderi were admitted as member of Nomination and Remuneration Committee on July 19,.2023 and Designated as Chairman of the committee w.e.f August 08, 2023-

Nomination and Remuneration Committee on August 08, 2023.

• Mr. Vishal Pansara was admitted as member of Nomination and Remuneration Committee-W.e.f August 23, 2023.

domination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. If enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments, are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://spravkins.co.in/

19. AUDITORS:

i. Statutory Auditors:

The Board of Directors of the Company, M/s. BB. Gusani & Associates,, Chartered Accountants (Firm Registration NQ-140785W),be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of theyWf¹ Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Wp M Mayuri Rupareliya & Associates., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 202324 is annexed herewith as “Annexure I”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules^ 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies. Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Shreyas C Seth & Associates as the. Internal Auditors of your Company for the financial year 2023-24. The Internal .Auditor conducts the internal audit of the. functions and operations of the Company and reports to the Audit Committee and Board.

20. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Form MGT-7 available on website of the company at www. spra vking. com

21. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Shreyas C Seth & Associates, Chartered Accountants,, as: an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit, is carried out on half yearly basiy/the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are

adequate. During the year under review, no material or serious Observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls..

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-2.4.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 4:2 Lakhs.

^Percentage increase/decrease in the median remuneration of employees in the financial year 2023-24: NA cj Number of permanent employees on the rolls of the Company as on March 31, 2024: 7.

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered imder the provisions ofsection 197(14) of the Companies Act, 2013.

There was no employee in the;Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period imder review.

Hence, the Company S not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

23. LISTING WITH STOCK EXCHANGES:

The Company is listed on BSE* It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

24. DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

25. PARTICULARS OF LOANS, GUARANTEES, IN VESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 18 6 of the C ompanies Act, 2013 are given in the notes to the Financial Statement.

26. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review the Narmada. Brass Industries Limited has become subsidiary of the company and the Company does not have any Associate and Joint Venture Company.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered in to transactions witlrin the meaning of section 188 and Companies (Meetings of Board and its Powers) rules, 2014 with its related parties during the year ended on 31st March, 2024. However, the disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note to accounts of the Balance Sheet as on 31st Marclp 2024.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the: Omnibus approval .so granted were placed before the Audit .Committee and the Board of Directors for their approval on quarterly basis.

The details of transactions/contraets/arrangements referred to in Section 188(1) of Companies Act, 2013 are furnished in Form AOC-2 and is attached as “ANNEXURE VI” and forms part of this Report

The Policy on Related Party Transactions as approved by the Board of Directors |s available on the website of the Company at https://spravkine.co.in/

There Were no materially significant transactions with the related parties during the FY Which were in conflict with the interest of the Company.

28. SECRETARIAL ST ANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard onKfleetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries: of India and approved by the Central Government.

29. ANN l Al. REIT R\

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://spravking.co.in/

30. MATERIAL CHANGES AND COMMII MI NT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future,

32. CORPORATE SOC IAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed theTe under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at Workplace, with a mechanism of lodging & redress the complaints. .Ail employees (permanent, contractual, temporary, trainees, etc.) are Covered under this policy.

Out: Directors fur ther state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

Company ensures that the operations, are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

B, T echnology ah sorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: Not

Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial

year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable,

c. Whether the technology has been fully absorbed: Not Applicable.

(L If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C, Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange/Earnings: Rs. 759 (Rs. in lacs)

ii. ) Details of Foreign Exchange Expenditure: Rs, 386.84 (Rs. in lacs)

35. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identity evaluate monitor and manage both business and non-business risks.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

37. CORPORATE GOVERNANCE:

Pursuant to SEBT(LQDR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is: presented in a separate, section forming part of this Annual Report.

39. STATUTORY AUDITOR AND THEIR REPORT:

The Board of Directors of the Company M/s. BB. Gusani & Associates, Chartered Accountants (Finn Registration No. 140785W),be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General M ee ting till the conclusion of the 24^th Annual General M eeting to be held in the year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies. Act, 2013. The Auditors? Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

40. REPORTING OF FRAUD:

The Auditors of the C ompany have not reported any if aud as specified under Section 143(12) of the C ompanies Act, 2013.

41. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rides, 2014, your Company has appointed M/s, M Mayuri Rupareliya &. Associates, Practicing Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-II to this Report.

42. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations;,

2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading”

(“the Insider Trading Code”)- The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons, should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive. Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website www.spravking.co.in.

43. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies. Act, 2013 the Company has adopted following policies which are available on its website www. sprayking. co. in.

44. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.spra vking.co.in containing basic information about the Company.

The website of the Company is containing information like Policies, Sliareholdmg Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor gnevances for the benefit of all stakeholders of the Company etc.

45. GENERAL

There were no transactions with respect to following matters during the year:

1, There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution

46. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may Constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results-might differ materially from those either expressed or implied in the statement depending on the circumstances.

47. ACKNOWLEDGEMENT:

Your Directors wash to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment; enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

PlotNo. 4009 & 4010, GIDC, Phase III, Dared By order of the Board of Directors

Jamnagar, Gujarat, 361004 For, SPRAYKING LIMITED

Tel No. 91-9328377772, 9328427772 (Formerly known as Sprayking Agro Equipment Limited)

Email: csspraYkingagro@gmail.com Web: www.snraYking.co.iii

Sd/-

Ilitesh Dudhagara Managing Director DIN: 00414604 Place: Jamnagar Date: 05^th September 2024

1

Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was admitted as member of