VK Global Industries Ltd

To, The Members, SPS International Limited,

The Directors are pleased to present before you 31^st Annual Report on the Business and Operations of your company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31, 2024 is summarized below: (Rs. in Hundred)

There was no revenue from operations during the year as the company has not started any business operation during the year. The Loss after tax was recorded at Rs. 35,687.20 (in hundred) as against Rs. 11,613.02 (in hundred) in the previous year.

2. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affects the financial position of the Company.

3. TRANSFER TO RESERVE

For the year under review, the company has not transferred any amount to Reserve and Surplus.

4. DIVIDEND

Keeping in view, the future requirement of funds and current losses in the company, the Board of Directors does not recommend any dividend for the relevant financial year ending as on March 31, 2024.

5. HYDROPONIC FARMING BUSINESS

In the last 30^th Annual General Meeting of the members, the Board of Directors had assured the members that the new management of the company will explore evaluate and decided for commencement of new business for the revival of the company. The Board of Directors in its meeting held on 12^th August, 2024 after having detailed evaluation, examination of opportunities in the Hydroponic Farming Sector, decided to enter into this business with low scale initially to minimize the risk factors.

The word hydroponics originates from 2 greek words, i.e. hydro, meaning water, and ponos, meaning labour (i.e., working water). Hydroponics means growing plants without soil, with a nutrient solution or nutrient-enriched water. This form of new-age farming is prevalent in semi-urban and urban areas where the project proponent has limited space available but has other modes to sustain agriculture. The cost to start a hydroponic farm is higher because it requires the proponent to create stable atmospheric and medium conditions. And an artificial structure is needed for mechanical root support throughout the farm. But this is a one-time investment, and apart from the cost of seed, nutrients and consumables like electricity and general maintenance, the farm will be making a decent profit. However, many farms grow crops with high margins, such as exotic leafy vegetables (lettuce, kale, spinach etc.) that do not need much space, do not produce considerable agricultural waste and are not bulky. Hydroponic farming in India has been successfully used for growing vegetables (tomatoes, cucumbers and peppers) and ornamental crops such as herbs, freesia, roses and foliage plants. Urban agriculture (UA[1]), is also gaining popularity, where farming is done within the urban area in a confined space with the availability of sunlight. Entities with large spaces, like office buildings, and rooftops of residential buildings, can also be used for installing a hydroponic setup.

The present installed capacity of a Naturally Ventilated Poly House would be 1728 Sqm and a fully automated fan and pad-based poly house for a Nutrient Film Technique (NFT) of 1680 Sqm housed in a single structure. This facility is designed to produce high quality planting material in the automated nursery for vegetables for commercial cultivation of exotic vegetables and sale of seedlings in the market. The NFT system can produce several varieties of leafy vegetables such as lettuces, Basil,

Kale, baby spinach, Pokchoi and exotic herbs such as Thyme, Rosemary, Organo etc. The facility is fully automated and the fustigation systems and climate management equipment will be controlled by IOT based control panel integrated with sensors installed in the poly house.

The proposed industrial land for the project has been identified in IMT Faridabad on long term lease basis. The soil testing has been successfully completed. A qualified and experienced technical team in the Hydroponic sector has been engaged to manage the production, sales & marketing of the produce. The total outlay of the project has been envisaged to Rs. 310 lacs. The company shall utilize the proceeds of Rs. 102 lacs (round off) to be received from issue & allotment of proposed preferential issue and balance amount from the internal available fund with the company for setting up the Hydroponic Agriculture project as stated above.

The detailed outlook of this business may be referred in “Management Discussion & Analysis Report” in Annexure-III forms part of this report.

6. FUND RAISING THROUGH PREFRENTIAL ISSUE OF EQUITY SHARES:

The total outlay of the Hydroponic Farming project has been envisaged to Rs. 310 lacs. To meet the fund requirement for the project, the company has proposed to issue and allot 5,50,000 equity shares of Rs. 10/- each face value at price of Rs. 18.50/ - (including premium of Rs. 8.50/- per share) aggregating to Rs. 1,01,75,000/- on preferential basis to the two body corporate which falls under promoters group category at a cash consideration and balance amount from the internal available fund with the company for setting up the Hydroponic Farming Project as stated above. By way of this infusion of fund by the promoters of the company, it shows their commitment towards revival of the company and its future prospectus. Your company shall remain a debt free company by way of such fund raising arrangement.

Price Determination for Preferential Issue:

The Company is listed on BSE Limited (‘BSE') (the “Stock Exchange”), and the Equity Shares of the Company are Infrequently traded in accordance with Regulation 165 of the ICDR Regulations. Thus, the price is determined in compliance with Regulation 165 of SEBI ICDR Regulations for Preferential Issue taking into account valuation parameters including book value, comparable trading multiples and such other parameters as are customary for the valuation of shares. A certificate from Mr. Gyaneshwar Sahai, Registered Valuer or Financial Assets (Registration No. IBBI/RV/03/2018/10226), the Independent Valuer confirming the minimum price for preferential issue as per Chapter V of SEBI (ICDR) Regulations along with the calculation thereof has been obtained and is available on the Company's website at www.spsintl.co.in.

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, the Relevant Date for determining the price for the Preferential Issue of the Equity Shares is 20^th August 2024 i.e., the date 30 days prior to the date of the Annual General Meeting (“Relevant Date”) on which this special resolution is proposed to be passed.

A detailed proposed Special Resolution along with the relevant explanatory statement for approval of the members is set out in item no 4 of the notice of the ensuing Annual General Meeting. The Board of Directors recommends for the approval of the agenda item in the interest of the company.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company neither has any Subsidiary, Joint Venture or Associate Company nor has any Company become or ceased to be its Subsidiary, Joint Venture or Associate Company, during the financial year under review.

8. SHARE CAPITAL

The total paid-up share capital of the company as on 31st March 2024 is Rs. 4,23,79,000/- comprising of 42,37,900 Equity Shares of Rs. 10/- each. In case the proposed preferential issue of equity shares as stated above is approved and allotted by the Board of Directors after obtaining all necessary approval of the members, stock exchange or other regulatory authorities, if any, the paid-up capital of the company will increase to Rs. 4,78,79,000/- comprising of 4787900 equity shares of Rs. 10/-each.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) The size and composition of the Board :

The composition of the Board of Directors comprises a combination of Executive, Non-Executive Directors and Independent Directors as on 31^st March 2024. There are a total 4 (four) directors on the Board comprising- 1 (One) Executive Chairman-cum Managing Director, 1(One) Non-Executive Director and 2 (two) Independent Directors including One Woman Director (Non-Executive).

(ii) Change in composition of the Board :

During the year under review, there was no change in the composition of the Board of Directors of the Company.

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, if any, received by them.

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. Rahul Jain, Managing Director (DIN: 00442109) retires by rotation and is being eligible for re-appointment offer himself for re-appointment. The Board of Directors recommends to members for their approval as being sought at the ensuing AGM for his re-appointment.

(iii) Key Managerial Personnel are as under:

In terms of Section 203 of the Companies Act 2013, following are the KMP of the Company as on March 31, 2024:

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations'.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Sections 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge and ability, confirm that:

1. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 & fair view of the state of affairs of the Company at the end of the Financial Year and of the profits of the Company for the period;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a ‘going concerned' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating efficiently; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantees in terms of provisions of Section 186 of the Companies Act, 2013. However, the Company has made an investment in FDR of 50,01,291.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern' status of the Company and its future operations.

14. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations', the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The Related Party Transaction Policy is hosted on the website of the company www.spsintl.co.in.

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations', between the Company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms' length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure “I” and forms an integral part of this report.

16. PROPOSED MATERIAL RELATED PARTY TRANSACTIONS

In terms of the provision of Regulation 23 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the audit committee of the Board has given omnibus approval for material related party transactions proposed to be entered by the company, subject to the prior approval by the members in the ensuing Annual General Meeting. As your company is in phase of entering into new business opportunities and stabilizing the operations, the Audit Committee while giving its omnibus approval foresees that the company may require to entering into material-related party transactions. On the recommendation of the Audit Committee, the Board of

Directors approved the following material related party transactions, subject to the prior approval of the members in the ensuing Annual General Meeting-

(i) Omnibus approval for material related party transactions for a period of One Year.

(ii) Specific Approval for taking an industrial land on lease basis from related party- Corporate Entity of the promoter group for setting a Hydroponic Farming project for a period of 5 years.

The detail of such material related party transactions have been set out in the proposed resolution in item no 5 of the Notice of the ensuring Annual General Meeting along with the explanatory statement thereon.

The Board of Directors recommends to the members for the approval of the proposed resolution in the interest of the company.

17. AUDITORS:

A. Statutory Auditors and Statutory Auditor's Report

During the year under review, M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) carried out the Statutory Audit and submitted their report. The Audit Report as submitted by the Statutory Auditor does not contain any adverse remark/comments / observations. Therefore, the management is not required to make any comments thereon.

B. Internal Auditors

During the year under review, M/s. P.C. Jain & Company, Company Secretaries (FRN: P2016HR051300) carried out the Internal Audit and submitted their report.

C. Secretarial Auditors

During the year under review, M/s. P.C. Jain & Company, Company Secretaries (FRN: P2016HR051300) were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for Financial Year 2023-24. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines. The Secretarial Audit Report is provided in Annexure-“II” as an integral part of this Report.

D. Cost Auditors-

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records and no cost auditor was required to be appointed.

18. RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks w.r.t. the operations of the Company. In view of the Board, none of the elements of any such risk threatens the existence of the Company.

19. CORPORATE GOVERNANCE

The Company is having its Paid up Capital and Net Worth as on 31st March 2024 Rs. 4,23,79,000/- and Rs. 3,65,42,030/- respectively. The Compliance of the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not be mandatory applicable to the company since its paid-up share capital is less than Rs.10 Crore and Net Worth is less than Rs. 25.00 Crore.

The Board of Directors has laid down a Code of Conduct to be followed by all the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption, are n o t applicable to the Company. During the year under review, the Company had no earnings and expenditure foreign exchange.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not fall under the Top 1000 listed entities, based on market capitalization, as at 31^st March, 2024, the provisions of regulation 34(2)(f) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 pertaining to the Business Responsibility and Sustainability Report (BRSR) are not applicable.

22. DEPOSITS

The Company has neither invited nor accepted any deposits from public during the year under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

23. PARTICULARS OF EMPLOYEE

a) In terms of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of employees and their remunerations are as under:

(i) None of the director got any remuneration during the financial year ended as on at 31st March, 2024, therefore the ratio of remuneration of each director to the median remuneration of the employees of the company during the financial year was NIL.

(ii) No managerial remuneration was paid to any director except out of pocket expenses on actual basis. There has been no change in the remuneration of Chief Financial Officer and Company Secretary in the financial year under review.

(iii) There was no increase in remuneration of maiden employees during the year.

(iv) During the financial year under review, total number of employees on the roll of the company was 4.

(v) There is no increase in remuneration of employees other than managerial personnel and its comparison with managerial remuneration and justification thereof can't be ascertained.

(vi) It is affirmed that Remuneration paid to employees was as per the policy of the company.

(vii) There is no employee in the company who was in receipt of salary during the full year or in part year, as the case may be, exceeding the limit of salary prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore the particulars of employees as required under rule 5 (3) are not applicable.

24. CORPORATE SOCIAL RESPONSBILITY

The company does not meet the criteria of net worth or turnover or net profit during the immediate preceding financial year as mentioned in section 135 (1) of the Companies Act, 2013, therefore the provision of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules 2014 are not applicable.

25. ANNUAL EVALUATION BY THE BOARD

The paid share capital of the company is below the threshold limit of Rs. 25 Crore as prescribed under section 134 (3) (p) of the Companies Act, 2013 read with Rule 4 of the Company (Accounts) Rules, 2014. Therefore, a formal annual evaluation of the performance of the Board, its Committees and of Individual Directors is not applicable.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para B of Schedule V in respect of Management Discussion and Analysis Report is given in Annexure- “III” forms part of this Report.

27. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All following policies as applicable to the company are available on the website of the Company- www.spsintl.co.in The Policies are reviewed periodically by the Board and updated on the basis of need and legal requirements. The key policies with brief descriptions of each policy are as follows:

28. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF.

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two meetings did not exceed 120 days.

During the year under review, Board meetings were held and directors attended the meeting as follows-

29. COMPOSITION OF COMMITTEES OF THE BOARD & MEETINGS

The composition of the various Committees of the Board & its Meetings held during the financial year 2023-24 are as follows-

(i) Composition of Audit Committee (Under Section 177 of Companies Act, 2013)

During the year under review, meetings of Audit Committee were held and Committee members attended the meetings as follows-

(ii) Composition of Stakeholders Relationship Committee (Section 178 (5) of Companies Act, 2013)

During the year under review, the meeting of Stakeholder Relationship Committee was held on 19^th January, 2024 and all the members of Stakeholders Relationship Committee attended the meeting.

(iii) Composition of Nomination and Remuneration Committee Section (178 (1) of Companies Act, 2013)

During the year under review, the meetings of Nomination and Remuneration Committee was held on 19th May 2023 and all the Committee members attended the meeting.

(iv) Composition of Independent Directors

During the year under review, the meeting of Independent directors was held on 03^rd October 2023 and all the Independent directors attended the meeting.

30. THE PREVENTION OF SEXUAL HARASSMENT

In compliance with the provision of Section 4 (1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the purpose of the committee is to address the complaints raised by women employees relating to sexual harassment at workplace. The company has a zero-tolerance policy on sexual harassment cases. The composition of the Internal Complaint Committee of the Company is as follows-

During the year under review, the meeting of the Internal Compliant Committee was held on 15th March 2024 and all the members of the Internal Compliant Committee attended the meeting. It was noted that no complaint or grievance has been received from any women employee in the company during the period under review.

31. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India (as amended) from time to time.

32. EXTRACT OF ANNUAL RETURN

As required under the provisions of section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, a copy of the relevant Extract of Annual Return as on 31 ^st March, 2024 is made available at company's office website www.spsintl.co.in

33. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application either pending or admitted against the company in a proceeding under the Insolvency and Bankruptcy Code, 2016 and Regulations made there under during the financial year under review

34. APPRECIATIONS

The Board of Directors wish to place on record its appreciation for the untiring efforts & valuable contributions made by the erstwhile promoters and promoters group since last more than three decades in the company. The Board of Directors also place on record the appreciation for all its existing and past employees, bankers, vendors and other stakeholders for giving their valuable guidance and efforts and reposing trust on the management of the company. The Board of Directors looks forward a continuing support and trust from all stakeholders in future too.