The Board of Directors of the Company is pleased to submit their 44^th Annual Report on the operations and performance of the Company
along with the audited financial statements for the financial year ended 31^st March 2025.

FINANCIAL RESULTS:

The brief summary of the financial performance of the Company for the financial year under review along with the comparative figures
for the previous year is summarized herein below:

Financial Performance on Standalone basis, the Operating
Revenue of the Company for the financial year ended 31^st March,
2025 stood at ' 77,063.58 Lakh as compared to ' 131,838.40
Lakh in the previous year. The Net Profit for the financial year is
' 4,927.76 Lakh over the previous year Net profit of ' 1951.62 Lakh

On Consolidated basis, the Operating Revenue of the Company for
the financial year ended 31^st March, 2025 stood at ' 77,063.58
Lakh as compared to ' 131,896.68 Lakh in the previous
year. The Consolidated Net Profit in Financial Year 2024-25 is
' 4,793.12 Lakh as compared to Net Loss of ' 160.62 Lakh in
the previous year

STATE OF COMPANY’S AFFAIRS

SPML Infra Limited is a distinguished infrastructure development
company with over four decades of expertise across power, water,
environment, and technology sectors. With a pan- India presence,
SPML has successfully executed over 700 projects, creating critical
infrastructure, including drinking water facilities, wastewater
treatment, integrated sewerage networks, municipal waste
management, power transmission & distribution, substations,
rural electrification, and smart city solutions. As India's leading
water management company, SPML has contributed immensely
to providing clean drinking water to over 50 million people across
urban and rural areas. SPML is ranked 14^th among the World's
Top 50 Private Water Companies as per Global Water Intelligence

(GWI), London survey and is recognized as one of India's 10 Best
Infrastructure Companies. As a publicly listed, ESG-compliant
company, SPML Infra continues to drive innovation and growth in
India's infrastructure landscape.

INTRODUCTION OF BATTERY ENERGY STORAGE SYSTEM
(BESS)

India's BESS sector is poised for rapid growth, with capacity
expected to rise from under 0.2 GW to 66 GW by 2032, driven
by renewable energy integration and grid reliability needs. SPML
Infra's strategic entry into this space aligns with national priorities
and leverages its proven EPC expertise.

To strengthen capabilities, SPML has signed an exclusive
technology transfer agreement with Energy Vault (NYSE:NRGV),
a global leader in sustainable energy storage. This partnership
brings advanced B-VAULT BESS and VaultOS EMS software to
India, enabling localized manufacturing and deployment to
enhance grid stability and accelerate clean energy adoption.

The agreement targets deployment of 500 MWh in the next 12
months and 30-40 GWh over the next 10 years, positioning
SPML as a key player in India's energy transition. With over 1.5
GWh B-VAULT systems already deployed globally, Energy Vault's
track record and SPML's market reach create strong synergies.

This alliance enables SPML to offer integrated power and storage
solutions, providing a competitive edge in large EPC tenders as
storage becomes essential to project viability.

RESOLUTION PLAN OF BANKING FACILITIES

During the financial year under review, the Company executed a
Master Restructuring Agreement (MRA) with India Debt Resolution
Company Ltd. (IDRCL), acting as the attorney of National Asset
Reconstruction Company Ltd. (NARCL), following the assignment
of the entire credit facilities by all erstwhile lenders to NARCL.
Pursuant to this, the Company successfully facilitated the
withdrawal of all pending applications filed by the erstwhile
lenders before the National Company Law Tribunal (NCLT) and
the Debt Recovery Tribunal (DRT).

In line with the terms of the MRA, the remaining unsustainable
debts have been written off, following compliance with agreed
conditions. Additionally, the balance value of Non-Convertible
Debentures (NCDs) after conversion into equity shares as
stipulated has been fully redeemed, post appropriation of the
identified repayments under Sustainable Debt, without any
further financial outflow under this account

In Financial Year 2024-25, the Company has already repaid
' 290 crore towards Sustainable Debts. These repayments have
been funded primarily from the proceeds of the Vivad Se Vishwas
Scheme II and through the sale of immovable properties of the
Company. The remaining repayment obligations are expected
to be met through identified sources including realization from
arbitration awards and claims and improvement in liquidity from
fund infusions and internal accruals. These developments provide

a strong foundation to pursue the early repayment option of ' 700
crore under the Sustainable Debt structure.

The Company is pleased to report that NARCL has exhibited strong
confidence in the Company's turnaround potential by executing
its first acquisition and resolution outside the NCLT framework,
marking a significant milestone in the Company's restructuring
journey and affirming the credibility of its revival strategy.

DIVIDEND

To cater to the need of working capital requirements and other
operational efficiencies, the Board of Directors expresses their
view to retain the profit into the Company and therefore, do not
recommend any dividend for the financial year 2024-25

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount
of profits in the profit and loss account and hence no amount has
been transferred to reserves

DEPOSITS

Company has not accepted any Deposit from the Public in terms
of the provisions of Section 73 of the Companies Act, 2013 read
along with the Companies (Acceptance of Deposits) Rules, 2014
including any amendment thereto and as such there is no amount
of principal or interest was outstanding as on 31^st March 2025.

SHARE CAPITAL

During the financial year under review, the Company issued and
allotted 338,545 equity shares of face value ' 2/- each to eligible
employees upon exercise of stock options granted under the
SPML Scheme, 2021. These shares were allotted at an exercise
price of ' 31.20/- per share, aggregating to ' 105.52 lakh.

Pursuant to the approval of the shareholders at their meetings
held on 26^th April 2024 and 20^th September 2024, the Company
issued and allotted 10,030,636 and 8,761,817 equity shares of
face value ' 2/- each under the preferential allotment mechanism.
These shares were allotted to promoters, non-promoters, and
lenders at an issue price of ' 118.56/- and ' 215/- per share
respectively, aggregating to ' 30,730.23 lakh. The allotments
were made by way of fresh fund infusion and conversion of
outstanding loans.

In addition, the Company issued and allotted 7,158,823 and
7,334,844 warrants at issue prices of ' 118.56/- and ' 215/- per
warrant respectively. Each warrant is convertible into one equity
share at the respective issue price, within 18 months from the
date of allotment. At the time of subscription and allotment, 25%
of the warrant issue price was received. The remaining 75% is
payable by the warrant holders at the time of exercising their right
to convert the warrants into equity shares.

Out of the total warrants issued, 3,391,391 warrants were
converted into equity shares of face value ' 2/- each at a price of
' 118.56/- per share during the financial year.

As on 31^st March 2025, the issued, subscribed, and paid-up
equity share capital of the Company stands at ' 1,430.01 lakh,
comprising 71,500,315 equity shares of face value ' 2/- each.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As of 31^st March, 2025 the Company has two (2) wholly owned
Subsidiaries, Six (6) Associates and five (5) joint ventures.

During the financial year under review, SPML Infrastructure
Limited, wholly owned subsidiary of the Company, ceased to be
the subsidiary of the Company following the preferential allotment
of equity shares by SPML Infrastructure Ltd to certain investors.
As a result, the subsidiaries of SPML Infrastructure Ltd ceased to
be the step-down subsidiaries of the Company. Further, pursuant
to the additional allotment of equity shares to certain investors,
Madurai Municipal Waste Processing Company Pvt. Ltd. has been
reclassified from a Subsidiary to an Associate of the Company.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read along with the Companies (Accounts) Rules,
2014, a separate statement containing the salient features of the
performance and financial position of each of the Subsidiaries,
Associates and Joint Ventures in the prescribed Form AOC-1 forms
part of the Company's Annual Report.

In accordance with the provisions of Section 136 of the Companies
Act 2013, the Financial Statements consisting of the consolidated
financial statements, all relevant Annexures and Auditors Report
are available on the Company's website and can also be accessed
electronically during working hours until the date of the Annual
General Meeting.

The Policy for determining the “Material Subsidiaries” in
line with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is available o n
website at https://www.spml.co.in/Download/Policies/policv-
on-determining-material-subsidiarv.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their meeting held on 30^th May, 2024,
upon recommendation of Nomination and Remuneration
Committee, approved the appointment of Mr. Manoj Kumar Digga
(DIN: 01090626) as an Executive Director of the Company for a
period of 5 years with effect from 30^th May, 2024. Subsequently,
the Shareholders by way of postal ballot has approved the
appointment of Mr. Manoj Kumar Digga ((DIN: 01090626) as
an Executive Director of the Company for a period of 5 (Five)
consecutive years with effect from 30^th May, 2024 to 29^th May,
2029, liable to retire by rotation.

During the financial year under review, Mr. Prem Singh Rana has
completed his second term of five years and Mrs. Pavitra Joshi
Singh has completed her first term of five years and expressed her
unwillingness to continue and accordingly both Directors ceased
to be Independent Director of the Company with effect from 21^st
September, 2024.

On the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on 21^st
September, 2024 appointed Mr. Mahendra Pal Singh (DIN:
10782709) and Mrs. Neeta Karmakar (DIN: 08730604), as
Additional Directors in Independent category for the term of 5 (five)
consecutive years from 21^st September, 2024 to 20^th September,
2029. Further, shareholders by way of postal ballot dated 20^th
December, 2024 approved the appointment of Mr. Mahendra Pal
Singh and Mrs. Neeta Karmakar as Independent Directors, not
liable to retire by rotation, for the aforementioned term.

On the recommendation of India Debt Resolution Company
Ltd (IDRCL) an exclusive resolution entity of National Assets
Reconstruction Company Ltd (NARCL), the Nomination and
Remuneration Committee proposed the appointment of
Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380) as
a Nominee Director on the Board. Accordingly, the Board of
Directors at its meeting held on 24^th October, 2024 has appointed
Mr. Tharuvai Venugopal Rangaswami as a Nominee Director
representing NARCL. Further, shareholders by way of postal
ballot dated 20^th December, 2024 approved the appointment
of Mr. Tharuvai Venugopal Rangaswami (DIN: 01957380)
as a Nominee Director, not liable to retire by rotation, for the
aforementioned term.

Further, the Board of Directors at its meeting held on 30^th
December, 2024 has re-appointed Mr. Subhash Chand Sethi,
as Chairman and Whole Time Director of the Company for the
further period of 2 years w.e.f 01^st January, 2025 which was
subsequently approved by the Shareholders via postal ballot
dated 04^th February, 2025.

In accordance with the provisions of Section 152 (6) of the
Companies Act 2013 & the Rules framed thereunder and the
Articles of Association of the Company, Mr. Sushil Sethi (DIN
No.:00062927), Non-Executive Director is liable to retire by
rotation at the ensuing Annual General Meeting. Being eligible,
he has offered himself for reappointment. A resolution seeking
member's approval for his reappointment along with his brief
resume and other details as stipulated under the SEBI Listing
Regulations, form part of the Notice of the Annual General Meeting.

BOARD DIVERSITY

The Company firmly believes that a well-diversified Board
enhances the quality of decision- making by drawing on a wide
range of skills, qualifications, professional experiences, ethnic
backgrounds, and other unique attributes of its members.
Board diversity is viewed as essential for ensuring effective
corporate governance, driving strong business performance,
fostering sustainable and balanced growth, and monitoring the
effectiveness of the Company's policies and practices.

To this end, the Board comprises individuals with extensive
industry knowledge and expertise, ensuring a balanced and
competent leadership team that acts in the best interests of the
Company and its stakeholders

Pursuant to the Regulation 19(4) and Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board of the Company has adopted a Policy on diversity
of Board of Directors. The said policy is available on the website
of the company at https://www.spml.co.in/Download/Policies/
policv-on-board-diversitv.pdf

BOARD EVALUATION

In accordance with Regulation 19(4)and Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the applicable provisions of the Companies
Act, 2013, the Board carried out its annual performance
evaluation. This included an assessment of the functioning of
the Board as a whole, the performance of individual Directors,
and the effectiveness of its various Committees.

The Nomination and Remuneration Committee laid down the
criteria and process for evaluating the performance of the Board,
its Committees, and the individual Directors.

In a separate meeting, the Independent Directors evaluated the
performance of the Non- Independent Directors, the Board as a
whole, and its Committees. They also reviewed the performance
of the Chairman, taking into account the views and feedback from
both Executive and Non-Executive Directors.

The evaluation of the Board has been carried out based on
various parameters, including the structure and composition
of the Board, attendance of Directors, their independence in
relation to the management, active participation in Board and
Committee meetings, and the functioning and effectiveness of
key Committees

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Company has implemented a structured Familiarization Program
for its Independent Directors. This program is designed to provide
insights into their roles, rights, and responsibilities within the
Company, the nature of the industry in which the Company
operates, the Company's business model, strategic priorities,
and operational structure, and any other relevant matters, as
and when required.

The familiarization initiatives are conducted through various
means, including presentations, briefings, site visits, and periodic
interactions with senior management, to ensure that Independent
Directors are well-informed and effectively equipped to contribute
to the Company's governance and strategic direction.

The Policy on Familiarization programs for independent directors
adopted by the Board is also available on the company's website
at www.spml.co.in

MEETING OF THE BOARD OF DIRECTORS

During the financial year under review, the Board met eleven (11)
times, the details of the Meetings of the Board held during the

financial year 2024-25 are given under the section Corporate
Governance Report which forms the part of this report.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the requirements of Schedule IV of the Companies
Act, 2013 and as in terms of Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
separate meeting of the Independent Directors of the Company
has been convened on 26^th March, 2025 to review the matters as
laid down in the aforesaid Schedule and Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 The Company has received
the requisite declaration from each of the Independent Directors
of the Company specifying that he/she meets the criteria of
independence as laid down in Section 149(6) of the Companies
Act, 2013 read with Regulations 16 and 25 of the SEBI (Listing
of Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received declarations from all its Independent
Directors confirming that they have complied with the Code for
Independent Directors as prescribed under Schedule IV of the
Companies Act, 2013, as well as the Code of Conduct for Directors
and Senior Management Personnel of the Company

DIRECTORS RESPONSIBILITY STATEMENTS

In terms of the provisions of Section 134(3)(c) and Section 134(5)
of the Companies Act, 2013, your Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed ;

b) that we 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 period under review;

c) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going
concern basis;

e) that proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate
and operating effectively; and

f) that proper internal financial controls were laid down and
that such internal financial controls are adequate and were
operating effectively.

EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 of the Companies Act,
2013 read along with Rule 12 of the Company (Management &
Administration) Rules, 2014 including any amendment thereto,
the Annual Return for the Financial Year ended 31^st March, 2025
is available on the website of the Company at https://www.spml.
co.in/Investors/AnnualReturns

STATUTORY AUDITORS AND THEIR REPORT

In compliance with Section 139 of the Companies Act, 2013
read with Rules made thereunder, at the Annual General Meeting
held on 26^th September, 2022, M/s Maheshwari & Associates,
Chartered Accountants (FRN No. 311008E), Kolkata were re¬
appointed as Statutory Auditor of the Company for a second term
of five years to hold office from the conclusion of 41^st Annual
General Meeting till the conclusion of the 46^th Annual General
Meeting of the Company to be held in the Calendar Year 2027.

The Statutory Auditors' Report on the Standalone and Consolidated
financial statements of the Company for Financial Year 2024-25
forms part of this Annual Report and the same does not contain
any qualification, reservation or adverse remark or disclaimer
made by the Statutory Auditors in their report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of the company
had appointed M/s MKB & Associates; Company Secretaries as
Secretarial Auditor to conduct the secretarial audit for the financial
year 2024-25. The Secretarial Audit Report for the Financial Year
ended 31^st March, 2025 in Form MR-3 is annexed to the Directors
Report Annexure - I and forms part of this Report. The report is
self explanatory and require no additional explanation.

Furthermore, upon the recommendation of the Audit Committee,
pursuant to Regulation 24A, of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI
Circulars issued thereunder and any amendment thereto, the
Board of Directors of the Company have appointed M/s MKB
& Associates. Practicing Company Secretaries; having Firm
Registration No. P2010WB042700; Peer Review No. 6825/2025
for the first term of five consecutive years, commencing from the
financial year 2025-26 till financial year 2029-30, subject to the
approval of the shareholders of the Company in the ensuing AGM.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act 2013 & rules made
thereunder, M/s Ernst & Young LLP; acts as Internal Auditor of
the Company to conduct the Internal Audit for the financial year
2025-26.

COST AUDITORS

The Board had appointed M/s A. Bhattacharya & Associates, Cost
Accountants, as Cost Auditors for conducting the audit of Cost

Records of the Company for the financial year 2024-25. The said
Auditors have conducted the audit of Cost Records for the year
ended 31^st March, 2025 and have submitted their report, which
is self explanatory and does not call for any further comments.

In terms of the provisions of Section 148 of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the Board re-appointed M/s A. Bhattacharya &
Associates, Cost Accountants, as Cost Auditors to conduct Cost
Audit for the financial year 2025-26 and their remuneration have
also been recommended for the ratification of the Shareholders.

RELATED PARTIES TRANSACTIONS

In compliance with the requirements of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015
read with Companies Act, 2013, the Company has formulated
a policy on Related Party Transactions. The Related Party
Transaction Policy is available on the website of the Company
at https://www.spml.co.in/Download/Policies/policv-on-related-
party-transactions.pdf.

During the financial year 2024-25, all related party transactions
entered into by the Company were approved by the Audit Committee
and were conducted at arm's length and in the ordinary course of
business. Prior omnibus approvals were also obtained from the
Audit Committee for transactions that are repetitive in nature and
carried out in the ordinary course of business and on an arm's
length basis.

Pursuant to Regulation 23 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 the Company
obtained the approval of its Members through an ordinary
resolution passed via postal ballot, the results of which were
declared on 23^rd March, 2025, for entering into material related
party transactions with JWIL Infra Ltd, entity having significant
influence, and classified as related party of the Company.
Accordingly, the details of the material related party transactions
entered into during the financial year have been disclosed in Form
AOC-2, which forms part of this Report as Annexure-II.

Details of related party transactions entered into by the Company,
as required under Ind AS 24 Related Party Disclosures, have been
provided in the notes to the standalone and consolidated financial
statements, which form an integral part of the Annual Accounts
for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been duly
constituted in accordance with the provisions of Section 135 of
the Companies Act, 2013. The requisite details as prescribed
under the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended, including the composition of the
CSR Committee and the Annual Report on CSR activities for
the financial year ended 31^st March, 2025 are appended as
Annexure- III. to this Report. The CSR Policy is available on the
website of the Company at https://www.spml.co.in/Download/
Policies/corporate-social-responsibility-policypdf.

In accordance with the provisions for the calculation of Corporate
Social Responsibility (CSR) obligations under the Companies Act,
2013, the Company had a negative average net profit for the three
immediately preceding financial years. Accordingly, the Company
was not required to incur any expenditure towards CSR activities
during the financial year 2024-25.

COMMITTEE OF THE BOARD

Company has the following Committees: Audit Committee,
Nomination and Remuneration Committee, Stakeholder
Relationship Committee, and Corporate Social Responsibility
Committee. The details pertaining to such Committees are
provided in the Corporate Governance Report, forming part of
this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board of Directors has established a framework of internal
financial controls to be followed by the Company. These controls
are designed to be adequate and are operating effectively. The
systems implemented are embedded within the Company's
operations and are functioning efficiently. The Company has
adopted comprehensive policies and procedures to ensure the
orderly and efficient conduct of its business. These include
adherence to corporate policies, safeguarding of assets,
prevention and detection of fraud and errors, accuracy and
completeness of accounting records, and timely preparation of
reliable financial disclosures.

VIGIL MECHANISM

In accordance with the requirements of Section 177(9) and (10)
of the Companies Act, 2013, read with the Companies (Meetings
of the Board and its Powers) Rules, 2014, and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower
Policy establishing a Vigil Mechanism. This mechanism provides
a formal channel for directors and employees to report concerns
related to fraudulent financial or other information, unethical
behavior, suspected or actual fraud, or violations of the Company's
Code of Conduct or Ethics Policy.

The Policy ensures adequate safeguards against victimization
of individuals who use this mechanism and also allows for
direct access to the Chairman of the Audit Committee. The
Audit Committee periodically reviews the functioning of the Vigil
Mechanism to ensure its effectiveness. The Whistle Blower Policy
is available on the Company's website at https://www.spml.co.in/
Download/Policies/whistle-blower-policv.pdf.

During the financial year, no complaints/grievances were filed
under the mechanism.

RISK MANAGEMENT

The Board of Directors has formulated a Risk Management Policy
that outlines a structured approach for identifying, assessing, and
mitigating risks that, in the Board's opinion, may pose a threat
to the Company's existence. The management is responsible for

implementing this policy and does so by continuously reviewing,
monitoring, and controlling risks within a well-defined

framework as set out in the Risk Management Policy. The Risk
Management Policy is available on the Company's website at
https://www.spml.co.in/Download/Policies/risk-management-
policy.pdf.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES
GIVEN OR SECURITIES PROVIDED

Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of the Securities and exchange Board of India
(Listing Obligations and disclosures Requirements) Regulations,
2015, disclosure on particulars relating to Investments, Loans,
Guarantees and Securities as on 31^st March, 2025 forms part of
notes to the standalone financial statements and are are provided
in this Annual Report.

POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION

The policy of the Company on Director's Appointment and
Remuneration including qualification, positive attributes and
independence of a Directors, Key Managerial Personnel, Senior
Management Personnel and their remuneration and other matters
as required under Section 178(3) of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
available on our website at www.spml.co.in

We further affirm that the remuneration paid to the directors is as
per the terms laid down in the Nomination and Remuneration Policy.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandates the inclusion of Business
Responsibility and Sustainability Report as part of the Annual
Report for top 1000 listed entities based on market capitalization
calculated as on 31^st March of every financial year.

Further, the remaining listed Companies may voluntarily disclose
the Business Responsibility and Sustainability Report as part
of the Annual Report. Therefore, the Company has voluntarily
prepared the Business Responsibility and Sustainability Report
(BRSR) for the financial year 2024-25 is annexed as Annexure-IV
to this report.

MATERIAL CHANGES AND COMMITMENTS

During the financial year under review there have been no material
changes and commitments affecting the financial position of the
Company which occurred between the end of the Financial Year of
the Company as on 31^st March 2025 and the date of this report.

SHIFTING OF REGISTERED OFFICE

During the financial year under review the Regional Director
of Northern Region approved the shifting of the Company's
registered office from the union Territory of Delhi to the State of
West Bengal. The new registered office of the Company is now

located at 22, Camac Street, Block-A, 3^rd Floor, Kolkata- 700016,
West Bengal.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING
OPERATIONS OF COMPANY IN FUTURE

There are no significant or material orders that have been passed
by any Regulators/Court or Tribunals impacting the going concern
status and future operations of the company.

Investor Education and Protection Fund (IEPF)

Pursuant to Provisions of Section 124 of the Companies Act 2013
read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to time, all unpaid
or unclaimed dividends, which remains unpaid or unclaimed for
a period of seven years are required to be transferred by the
Company to the Investor Education and Protection Fund (“IEPF”),
established by the Central Government.

Further, the Company is also required to transfer all the shares in
respect of which dividend has not been paid or claimed for Seven
(7) consecutive years or more to the Demat Account created by the
IEPF Authority. However, in case if any dividend is paid or claimed
for any year during the said period of Seven (7) consecutive years,
the shares in respect of which dividend is so paid or claimed shall
not be transferred to the demat account of IEPF.

During the financial year 2024-25, there are no shares pending
for transfer to IEPF.

EMPLOYEE STOCK OPTION SCHEME

In compliance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021, the Companies Act 2013 read with the rules made
thereunder, Nomination and Remuneration Committee of the
Board of Directors of the Company administered and implemented
the Company's Employee Stock Option Scheme (ESOP-2021).

Pursuant to Employee Stock Option Scheme- 1^st tranche, 338,545
equity Shares were allotted to the eligible employees of the
Company during the financial year under review.

With regard to the above, the disclosures as stipulated under
the SEBI Regulations as on 31^st March 2025 are provided in
Annexure- V to this report.

The Company has obtained Secretarial Auditors' certificate to
the effect that the ESOP - 2021 Scheme of the Company is in
compliance with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India viz. SS-1 on
Meetings of the Board of Directors and SS-2 on General Meetings.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory
Auditors of the Company under Section 143(12) of the Companies
Act, 2013 and the Rules framed thereunder either to the
Company or to the Central Government during the financial year
under review.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulation 34(2) (e) read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Report on Management Discussion and
Analysis forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section titled ‘Corporate Governance' has been
incorporated in the Annual Report.

A certificate from the auditors of the company regarding
compliance with the conditions of Corporate Governance also
forms part of the Annual Report.

EMPLOYEES RELATIONS

During the financial year under review the relations with the
employees have been cordial. Your directors place on record their
sincere appreciation for services rendered by the employees of
the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

SPML is committed to maintaining a workplace free from any
form of sexual harassment and follows a strict zero-tolerance
policy in this regard. The Company has implemented a Policy on
Prevention, Prohibition, and Redressal of Sexual Harassment at
the Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules framed thereunder, as
amended from time to time.

The Company has duly constituted an Internal Complaints
Committee (ICC) in compliance with the requirements of the
aforementioned Act to address and redress complaints of sexual
harassment, if any.

The status of complaints received, disposed of and pending
during the FY 2024-25 is as under:

(a) No. of complaints filed during the financial year : Nil

(b) No. of complaints disposed of during the year : Nil

(c) No. of complaints pending as on end of the financial year
: Nil

MATERNITY BENEFIT ACT 1961

The Company affirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including

amendments thereto, in relation to all eligible women employees.
Necessary benefits such as maternity leave, medical bonus,
nursing breaks, and other entitlements as mandated under the
Act have been duly extended.

PARTICULARS OF EMPLOYEES

Disclosures pursuant to the provision of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached as Annexure VI to this Report.

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, the statement showing details of employees' remuneration
form part of the Annual Report. Pursuant to Section 136 of the
Companies Act, 2013, the Directors' Report and the Financial
Statements are being sent to the Members of the Company,
excluding the statement containing particulars of employees as
required under Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any
Member interested in obtaining a copy of the said statement may
write to the Company Secretary, and the same will be provided
upon request.

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

The Particulars pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Companies (Accounts) Rule, 2014 with
respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo are attached as Annexure - VII to
this report.

CREDIT RATING

The credit ratings assigned to the Company are detailed in the
Corporate Governance Report, which forms an integral part of
this Annual Report.

ONE TIME SETTLEMENT

Company has not entered into One Time Settlement with any of
the Bank of Financial Institution during the financial year 2024¬
25.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made,
nor was any proceeding pending, under the Insolvency and
Bankruptcy Code, 2016. Accordingly, the requirement to disclose
details of such applications or proceedings, along with their status
as at the end of the financial year, is not applicable.

ACKNOWLEDGEMENT

The Directors are pleased to place on record their sincere
appreciation and gratitude to the Company's customers, joint
venture partners, shareholders, banks, vendors and other
stakeholders which have been instrumental in the Company's
progress. The Board also acknowledges the dedication, hard
work and commitment of the employees, whose efforts have
significantly contributed to the Company's growth. The Director's
look forward to their continued engagement and support in the
years ahead.

For and on behalf of the Board of Directors

Place: Kolkata Subhash Chand Sethi

Date: 13^th August, 2025 Chairman & Whole Time Director

DIN: 00464390