Annual Report of SP Capital Financing Limited for the financial year 2025-26

September 04, 2026 Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 530289 Sub: Annual Report for the Financial year 2025-26 Dear Sir / Madam, Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), please find enclosed herewith Annual Report of the Company for the Financial Year 2025-26 along with the Notice of the 43rd Annual General Meeting (AGM) scheduled to be held on Wednesday, 30th September, 2026 at 03:00 PM through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM'). The Annual Report is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrars and Transfer Agent/Depositories. Kindly take the same on record. Thanking you, Yours faithfully, For S P CAPITAL FINANCING LTD Arun Omprakash Sonar Company Secretary & Compliance Officer M.No.: A68976 Encl: as above 43rd Annual Report 2025- 2026 S P CAPITAL FINANCING LIMITED ANNUAL REPORT FY 2025-26 Page 1 | 159 43rd Annual Report 2025- 2026 INDEX Page No Notice of Annual General Meeting 4-14 Director’s Report 15-31 Management Discussion and Analysis 32-34 Corporate Governance Report 35-47 Secretarial Audit Report 51-54 Auditors’ Report (Standalone) 57-66 Standalone Accounts 67-69 Notes to Financial Statement 70-107 Auditors Report (Consolidated) 108-115 Consolidated Accounts 116-118 Notes to Financial Statement 119-159 Page 2 | 159 43rd Annual Report 2025- 2026 BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Sureshchand Premchand Jain Mrs. Meena Sureshchand Jain Chairman and Managing Director Director Mr. Rajendra Ladakchand Jain Mr. Arun Kumar Nayar Independent Director Independent Director Chief Financial Officer Company Secretary & Compliance Officer Mr. Sandeep Sakharam Gopale Mr. Arun Omprakash Sonar Secretarial Auditor Statutory Auditor M/s. Shobha Ambure & Associates M/s. R C Jain & Associates LLP Practicing Company Secretaries Chartered Accountants, Nashik Mumbai Bankers Central Bank of India HDFC Bank Ltd RBL Bank Ltd IDFC First Bank Ltd Registered Office The Ruby, 5SC, 5th Floor, South Wing, Level 8th, JK Sawant Marg, Dadar west- 400 028, Mumbai, Maharashtra, India CIN: L74140MH1983PLC029494 Tel- 022 4037 2415/29 Email Id: spcapitalfin@gmail.com Registrar and Share Transfer Agent Bigshare Services Pvt. Ltd. Office No. S6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) - 400093, Mumbai. Tel No.-022 62638295 www.bigshareonline.com Page 3 | 159 43rd Annual Report 2025- 2026 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 43RD (FORTY-THIRD) ANNUAL GENERAL MEETING OF THE MEMBERS OF S P CAPITAL FINANCING LIMITED WILL BE HELD ON WEDNESDAY, SEPTEMBER 30, 2026 AT 3:00 P.M. INDIAN STANDARD TIME (“IST”) THROUGH BY MEANS OF VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. Adoption of Audited Standalone and Consolidated Financial Statements: To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the financial year ended March 31, 2026 together with the Reports of the Directors’ and the Auditor’s thereon and other reports. 2. To approve re-appointment of Director liable to retire by rotation To appoint a director in place of Mr. Sureshchand Premchand Jain (DIN: 00004402) as Director who retires by rotation and being eligible, offers himself for re-appointment. 3. To take note of declaration & payment of Final Dividend & First interim dividend on equity shares for the Financial Year ended 31st March, 2026: To consider and take note of declaration & payment of Final dividend of ₹ 0.50/- (Rupees Fifty paisa Only) per equity share of ₹ 10/-(Rupees Ten Only) each paid in the month of October 2025 and first interim dividend of ₹ 0.50/- (Rupees Fifty paisa Only) per equity share of ₹ 10/-(Rupees Ten Only) each paid in the month of February 2026 for the Financial Year ended 31st March, 2026. 4. To take note of declaration & payment of Interim Dividend on Non-Convertible, Non-Cumulative Redeemable Preference Shares for the Financial Year ended 31st March, 2026: To consider and take note of declaration & payment of Interim Dividend at the rate of 5% (i.e., ₹5 per share) on 30,00,000 Non-Convertible, Non-Cumulative Redeemable Preference Shares of ₹100 each, amounting to ₹1,50,00,000/- (Rupees One Crore Fifty Lakhs only), paid in the month of February 2026 for the Financial Year ended 31st March, 2026. On behalf of Board of Directors S P CAPITAL FINANCING LTD Sd/- Arun Omprakash Sonar Company Secretary & Compliance Officer Date: August 14, 2026 Place: Mumbai Registered office: The Ruby, 5SC, 5th Floor, South Wing, Level 8th JK Sawant Marg, Dadar West-400 028, Mumbai, Maharashtra. CIN: L74140MH1983PLC029494 Website: www.spcapital.in Email: spcapitalfin@gmail.com Page 4 | 159 43rd Annual Report 2025- 2026 NOTES: 1. The Ministry of Corporate Affairs has vide its General Circular no. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 2/2022 dated May 05, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025 (collectively referred to as “MCA Circulars”) and the Securities and Exchange Board of India (“SEBI”) vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD- 2/P/CIR/2023/4 dated January 05, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 and circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (collectively referred to as “SEBI Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (the “Companies Act” or the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/ OAVM. National Securities Depositories Limited (‘NSDL’) will be providing facility for voting through remote e- voting, for participation in the AGM through VC/ OAVM facility and e-voting during the AGM. The registered office of the Company shall be deemed to be the venue of the AGM. The procedure for participating in the meeting through VC/ OAVM is explained below and is also available on the website of the Company at www.spcapital.in. 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting, provided that such members are required to send Authority letter or Board Resolution under Section 113 of the Companies Act, 2013 before the date of this AGM to the Company on the e- mail ID of spcapitalfin@gmail.com 3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The faci [Showing first 8,000 characters — download PDF for full document]