Market & News

Dear Members,

Your Directors are pleased to present their 40^th Annual Report on the Business and operations of the Company together with the Audited Accounts of your Company for the year ended 31^st March, 2023.

The financial performance of your Company for the year ended March 31,2023 is summarized below:

On standalone basis, your company earned the gross income of Rs.157.07 Lakhs as against Rs.236.14 Lakhs in previous year. The total expenditure during the year under review was Rs 93.54 Lakhs as against Rs.52.43 Lakhs in the previous year. The Net Profit after tax was Rs 48.08 Lakhs as against Rs.142.56 Lakhs in the previous year.

On consolidated basis, your Company has earned the gross income of Rs.157.07 Lakhs as against Rs.236.14 Lakhs in the previous year. The total expenditure during the year under review was Rs.93.54 Lakhs as against Rs.52.43 Lakhs in the previous year. The Net Profit after tax was Rs.48.44 Lakhs as against Rs.142.79 Lakhs in the previous year.

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 is 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.1,50,580/- as against Rs.1,51,704/- in the previous year. The total expenditure during the year under review was Rs.69,259/- as against expenditure of Rs.90,408/- 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 2022-23, together with the Auditors' Report form part of this Annual Report

5. DIVIDEND

Your Directors have declared interim dividend of Rs.0.75/- per Equity share having a face value of 10/- each in board meeting dated 10^th August, 2022 and the same has been paid.

Your directors are pleased to recommend final dividend of 1/- per Equity Share having a face value of 10/- each, (i.e.10%) for the year ended 31^st March, 2023 and the same will be paid subject to the approval of the shareholders at the 40^th Annual General Meeting (AGM) of the Company.

6. 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. Additional disclosures required under RBI Guidelines applicable to the Company are forming part of the financial results.

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 2022-23 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.

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, 2023, is hosted on the website of the Company at www.spcapital.in/investorrelations.html

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

Your Board of Directors duly met five (5) times during the financial year i.e. 19^th May, 2022, 10^th August, 2022, 09^th November, 2022, 27^th January, 2023 and 06^th February, 2023 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.

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.

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.

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.

Company has less than 10 Crore Paid up capital and less than 25 Crore Net worth during the year under review. Hence, Corporate Governance report is not applicable to your Company and the same is not forming part of this report. Your Company will comply with same as and when it is applicable to the Company.

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

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:

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

During the year, there is no change in the Directors of the Company.

Further, Ms. Simran Kashela, Company Secretary & Compliance Officer has resigned w.e.f. 07^th January, 2023.

Ms. Sonal Naik was appointed as the Company Secretary & Compliance Officer w.e.f. 27^th January, 2023.

Mrs. Meena Sureshchand Jain (DIN 00004413), who retires by rotation and, being eligible, offers herself for re-appointment. If re-appointed, his 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)

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.

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 31^st March, 2023:

At the Annual General Meeting held on September 30, 2021, 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.

The observations made by the Statutory Auditors in their Report for the Financial Year Ended 31^st March, 2023, 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.

A Secretarial Audit Report for the year ended 31^st March, 2023 in prescribed form duly audited by the Practicing Company Secretary Firm M/s. Sherlyn Rebello & Associates is annexed as Annexure 7 herewith and forming part of the report.

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

1. Whereas as per Section 196, 197, and Schedule V of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Form MR-1 is to be filed for appointment of Managing Director of the Company. The Company has passed resolution in their Annual General Meeting held on 30th September 2022 for re-appointment of Mr. Sureshchand P Jain, (DIN 00004402) as the Managing Director of the Company, for a period of five years with effect from 1st September, 2022. The Company has not complied with the same as Form MR-1 has not been filed to the Registrar of Companies, Mumbai.

Management reply

The management would like to inform you that the form has been inadvertently missed by the Company and the same will be complied by the Company.

2. Whereas as per para 3.3 of the RBI/2021-22/25 Ref.No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, 'while NBFCs do not have to take prior approval of RBI for appointment of SCAs/SAs, all NBFCs need to inform RBI about the appointment of SCAs/SAs for each year by way of a certificate in Form A within one month of such appointment. The Company has not complied with the

same as the Management is of opinion that the Asset size of the Company (NBFC) is less than Rs.1000 crore, so the circular is not applicable to the Company.

Management reply

The Management was of opinion that the above circular was not applicable on the company as the asset size is below Rs.1000crore.

Annual Secretarial Compliance Report is not applicable to your Company for the FY 2022-23. The same has been intimated to the Stock exchange.

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 2022-23, 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.

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.

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 31^st March, 2023 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 31^st March, 2023.

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.

The Board of Directors has constituted three committees of the Board (i) Audit committee (ii) Nomination & Remuneration Committee and (iii) Stockholder's Relationship Committee.

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

The Committee met on 19^th May, 2022, 10^th August, 2022, 09^th November, 2022 and 06^th February, 2023.

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

The Committee met on 19^th May, 2022, 10^th August, 2022, 09^th November, 2022 and 27^th January, 2023.

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

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

The prescribed particulars of the employees required under Rule 5 (1) of the Companies (Appointment and Remuneration) Rules, 2014, are attached as Annexure -6 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 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.

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.

There were no such event during the year under review.

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

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.

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.

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

The Company has zero tolerance towards sexual harassment of women at the workplace. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

During the FY 2022-23, the Company has not received any complaint of sexual harassment and hence there were no complaints pending for redressal as on 31^st March, 2023.

38. 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 were no such event during the year under review.

39. 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 were no such event during the year under review.

40. 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.

41. ACKNOWLEDGEMENT

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

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

Sd/- Sd/-

Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director

DIN: 00004402 DIN: 00004413

Place: Mumbai Date: 10^th August, 2023

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) of the Company reviews and assesses Board composition and recommends the appointment of new Directors. In evaluating the suitability of individual Board member, the nRc shall take into account the following criteria regarding qualifications, positive attributes and also independence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit, in the context of the skills, experience, diversity, and knowledge, for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / her professional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of Corporate Governance in letter and in sprit by the Directors;

Based on the recommendations of the NRC the board will evaluate the candidates and decide on the selection the appropriate member. The Board through the Chairman or the Managing Director & CEO will interact with the new member to obtain his/her consent for joining the Board. Upon receipt of the consent, the new Director will be co-opted by the Board in accordance with the applicable provisions of the Companies Act, 2013 and Rules made there under.

Removal of Directors

If a Director is attracted with any disqualification as mentioned in any of the applicable Act, rules and regulations there under or due to non - adherence to the applicable policies of the Company, the NRC may recommend to the Board with reasons recorded in writing, removal of a Director subject to the compliance of the applicable statutory provisions.

Senior Management Personnel

The NRC shall identify persons based on merit, experience and knowledge who may be appointed in senior management team.

Senior Management personnel are appointed or promoted and removed/relieved with the authority of Managing Director & CEO based on the business need and the suitability of the candidate. The details of the appointment made and the personnel removed one level below the Key Managerial Personnel during a quarter shall be presented to the Board.

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

Sd/- Sd/-

Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director

DIN: 00004402 DIN: 00004413

Place: Mumbai Date: 10^th August, 2023

General

This Policy sets out the approach to Compensation/remuneration/commission etc. will be determined by Committee and Recommended to the Board of Directors, for approval. Also remuneration to be paid to the Managing Director, other executive directors in accordance with provisions of Companies Act, 2013, and other statutory provisions if any, would require to complying for time being of appointment of such person.

Policy Statement

The Company has a well-defined Compensation policy for Directors, including the Chairman of the Company. The overall compensation philosophy which guides us to focus on enhancing the value, to attract, to retain and motivate Directors for achieving objectives of Company and to become a major player in market, to be the most trusted brand in the business .we operate in and focus on customer serenity through transparency, quality and on time delivery to be a thought leader and establish industry benchmarks in sustainable development.

In order to effectively implement this, the Company has built a Compensation structure by a regular annual benchmarking over the years with relevant players across the industry the Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determining the compensation, both fixed and variable, to the Non-Executive Directors, including Independent Directors, whether as commission or otherwise. The NRC shall take into consideration various factors such as director's participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or Chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and such other factors as the NRC may consider deem fit for determining the compensation. The Board shall determine the compensation to Non-Executive Directors within the overall limits specified in the Shareholders resolutions.

Managing Director& Chief Executive Officer (MD & CEO) and Executive Director

Remuneration of the MD / CEO and Executive Directors reflects the overall remuneration philosophy and guiding principle of the Company. While considering the appointment and remuneration of Managing Director and Executive Directors, the NRC shall consider the industry benchmarks, merit and seniority of the person and shall ensure that the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. The policy aims at a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The remuneration to the MD / CEO shall be recommended by NRC to the Board. The remuneration consists of both fixed compensation and variable compensation and shall be paid as salary, commission, performance bonus, stock options (where applicable), perquisites and fringe benefits as per the policy of the Company from time to time and as approved by the Board and within the overall limits specified in the Shareholders resolution. While the fixed compensation is determined at the time of appointment, the variable compensation will be determined annually by the NRC based on the performance of MD / CEO.The term of office and remuneration of MD / CEO is subject to the approval of the Board of Directors, shareholders, and Central Government, as may be required and within the statutory limits laid down in this regard from time to time. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay, subject to the requisite approvals, remuneration to its MD / CEO in accordance with the provisions of Schedule V to the Companies Act, 2013. If a MD & CEO draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

The Company shall not waive recover y of such sum refundable to it unless permitted by the Central Government of the Company. Remuneration for MD / CEO is designed subject to the limits laid down under the Companies Act, 2013 to remunerate him / her fairly and responsibly. The remuneration to the MD / CEO comprises of salary, perquisites and benefits as per policy of the Company and performance based incentive apart from retirement benefits like P.F., Superannuating, Gratuity, Leave Encashment, etc. as per Rules Salary is paid within the range approved by the Shareholders. Increments are effective annually, as recommended /approved by the NRC / Board. The MD / CEO is entitled for grant of Stock Options as per the approved Stock Options Schemes of the Company from time to time.

Directors

The MD / CEO is an executive of the Company and draws remuneration from the Company. The Non-Executive Independent Directors receive sitting fees for attending the meeting of the Board and Committee thereof, as fixed by the Board of Directors from time to time subject to statutory provisions. The Non-Executive Independent Directors would be entitled to the remuneration under the Companies Act, 2013. In addition to the above, the Directors are entitled for reimbursement of expenses incurred in discharge of their duties.

The Company may also grant Stock Options to the eligible employees and Directors (other than Independent Directors) in accordance with the ESOP Schemes of the Company from time to time and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company's Board of Directors, Managing Director and Executive Directors and KMP/senior management personnel may be disclosed in the Board's report and the Company's annual report / website as per statutory requirements in this regard.

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

Sd/- Sd/-

Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director

DIN: 00004402 DIN: 00004413

Place: Mumbai Date: 10^th August, 2023

POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES Objective

To establish guidelines of remuneration/ compensation/ commission etc. to be paid for employees by way of fairly and in keeping with Statutes, it will be determined by the Nomination & Remuneration committee (NRC) and the NRC will recommend to the Board for approval.

Standards

1. All employees, irrespective of contract, are to be paid remuneration fairly and the remuneration is to be externally competitive and internally equitable. The remuneration will be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed component payable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet of allowances to enable an employee to choose the allowances as well as the quantum based on laid down limits as per Company policy. The flexible component can be varied only once annually in the month of July, after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employee's grade.

5. The actual pay-out of variable component of the remuneration will be function of individual performance as well as business performance. Business performance is evaluated using a Balance Score Card (BSC) while individual performance is evaluated on Key Result Areas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive at the BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Company's compensation is externally competitive. Based on the findings of the survey and the business performance, the committee decides:

(i) The increment that needs to be paid for different performance ratings as well as grades.

(ii) The increment for promotions and the total maximum increment.

(iii) The maximum increase in compensation cost in % and absolute.

(iv) Compensation corrections are made in a few cases where it is outside the band or to

keep it tune with the market.

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

Sd/- Sd/-

Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director

DIN: 00004402 DIN: 00004413

Place: Mumbai Date: 10^th August, 2023

Statement containing salient features of the financial statement of associate companies

Not applicable

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:

Place: Mumbai Date: 10^th August, 2023

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

Sd/-

Sureshchand Premchand Managing Director DIN: 00004402

Sd/-

Sonal Anil Naik Company Secretary

Sd/-

Meena Sureshchand Jain

Director

DIN: 00004413

Sd/-

Sandeep Gopale Chief Financial Officer