Spinaroo Commercial Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your directors have pleasure in presenting the 13 ^th Annual Report of Spinaroo
Commercial Limited (‘the Company’) along with the audited financial statements for
the financial year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Company’s financial performances for the year under review along with previous
year’s figures are given hereunder:

(Rs. in Lacs)

PARTICULARS	2024-25	2023-24
Revenue from Operations	3931.47	4083.68
Other Income	2.13	37.63
Total Income	3933.61	4121.31
Profit before depreciation, finance costs and tax	295.71	302.20
expense
Less: Depreciation/Amortization	28.72	42.94
Profit before Finance Costs and Tax Expense	266.99	259.26
Less: Finance Costs	70.07	73.24
Profit before Tax	196.92	186.02
Less: Tax Expense (Current & Deferred)	53.09	45.99
Profit for the year after Tax	143.83	140.04

PERFORMANCE OVERVIEW

Your Company has achieved consistent, robust and continuing growth in the areas of
its business segments. The Company’s revenue from operations has decreased to Rs.
3931.47 Lacs as compared to Rs. 4083.68 Lacs in the previous year. The Company
earned net profit of Rs. 143.83 Lacs as against a net profit of Rs. 140.04 Lacs in the
previous year.

NATURE OF BUSINESS

The Company is one of the high quality Manufacturers of Aluminum Foil Container,
Aluminum Home Foil, Paper Cup, Raw Material for Paper Cups viz. paper coating,
printing, blanking etc. The Company also deals in wide range of Paper Cup related
Machinery like - High-Speed Paper Cup Making Machine, Flexo Printing Machine,
Automatic Roll Die Cutting Machine etc. with full end to end support.

DIVIDEND

After a thorough review of the company''s financial position and in light of our strategic
plans for expansion and growth, the Board of Directors has concluded that it would be
prudent to conserve resources at this juncture. Therefore, it has been decided not to
recommend a dividend for the financial year 2024-25.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to
the reserves for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

Pursuant to the provisions of section 188 of the Companies Act, 2013, all the related
party transactions entered into during the financial year under review were in ordinary
course of business and on an arm’s length basis. There were no materially significant
transactions with related parties during the financial year which were in conflict with
the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

The Policy on Related Party Transaction is available on our website
https: / / spino.co.in/

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doesn’t have any subsidiary, joint venture or associates of any company
as on 31st March, 2025, pursuant to Section 129(3) of the Companies Act, 2013
(hereinafter referred to as ‘the Act’) read with Rule 5 of the Companies (Accounts)
Rules, 2014.

CHANGE OF NAME OF THE COMPANY CONSEQUENT TO CONVERSION INTO
PUBLIC COMPANY

The Company was converted from Private Limited Company to Public Limited
Company and consequently the name of the Company had been changed from
"Spinaroo Commercial Private Limited” to “Spinaroo Commercial Limited”. A fresh
Certificate of Incorporation consequent upon conversion from Private Company to
Public Company issue by Registrar of Companies dated August 22, 2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND
THE DATE OF THE REPORT

• BONUS ISSUE

On 20^th September, 2024, Company had made allotment of 40,00,000 equity shares of
Rs. 10/- each as bonus in the proportion of 4 (Four) Bonus Equity Shares of Rs. 10/-
each for every 1 (One) Equity Share of Rs. 10/- each by capitalisation sum of Rs.
4,00,00,000/-

• INITIAL PUBLIC OFFER

A major highlight for the year under review was that the Company successfully came
out with an Initial Public Offer of equity shares of the Company aggregating to Rs.
1016.94 Lakhs. The issue was entirely Fresh Issue of equity shares. The Company had
filed Draft Prospectus with the Securities and Exchange Board of India (“the SEBI”) on
21^st November, 2024 in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Company received listing and trading approval from Bombay Stock Exchange of
India Limited (“BSE”) on 8th April, 2025. Your Directors believes that the listing of the
Company would provide the right platform to take its brand(s) to greater heights,
enhance visibility and provide liquidity to the shareholders. The Company’s IPO
received an overwhelming response reflecting an investor appetite for the issue. The
Equity Shares of the Company were listed with a substantial gain from its offer price.

We are gratified and humbled by the faith shown in the Company by the market
participants. We are also grateful to our customers for their trust shown in our
capabilities to consistently deliver high-quality services.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors’
Report.

RISK MANAGEMENT

Your Company actively stimulates entrepreneurship throughout the organization and
encourages its people to identify and seize opportunities. The current economic
environment, in combination with significant growth ambitions of it, carries an
evolving set of risks. Your Company recognizes that these risks need to be managed to
protect its customers, employees, shareholders and other stakeholders, to achieve its
business objectives and enable sustainable growth. Risk and opportunity management
is therefore a key element of the overall strategy. This section provides an overview of
the key strategic risks and control framework, and its approach to risk management.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Corporate Social Responsibility is not applicable to the Company as per Section 135 of
the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
• DIRECTORS

As on 31^st March, 2025, the Board consisted of five (5) Directors comprising of two
Independent Directors including a woman Director, namely, Mr. Rajesh Kumar
Murarka (DIN: 10670428) and Mrs. Shikha Gupta (DIN: 10654047), one (1) Non¬
Executive Non-Independent Director, Mr. Pushp Deep Rungta (DIN: 10637697) and
Two (2) Executive Directors, namely, Mr. Aditya Todi (DIN: 01914193), Mr. Amit
Sultania (DIN: 00548098).

The position of the Chairman of the Board and the Managing Director are held by the
same individual, Mr. Aditya Todi, Executive director is the Chairman of the Board. The
profile of all the Directors can be accessed on the Company’s website at
https: / / spino.co.in/

Mr. Rajesh Kumar Murarka (DIN: 10670428) was appointed as an Independent
Director of the Company in the Extra-Ordinary General Meeting held on 29^th August,
2024, for a period of five years, who is not liable to retire by rotation.

Mrs. Shikha Gupta (DIN: 10654047) was appointed as an Independent Director of the
Company at the Extra-Ordinary General Meeting held on 17^th September, 2024, for a
period of five years and not liable to retire by rotation, by way of special resolution.

Mr. Pushp Deep Rungta (DIN: 10637697) was appointed as Non-Executive Non¬
Independent Director of the Company from 30^th May, 2024.

None of the Directors of the Company have incurred any disqualification under
Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are
not debarred from accessing the capital market as well as from holding the office of
Director pursuant to any order of Securities and Exchange Board of India or Ministry
of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise,
integrity, competence, as well as experience considered to be vital for business growth.

• KEY MANAGERIAL PERSONNEL

Mr. Amit Sultania was appointed as the Chief Financial officer of the Company with
effect from 26^th August, 2024.

Mrs. Ankita Periwal was appointed as the Company Secretary and Compliance Officer
of the Company with effect from 26^th August, 2024. On 10^th October, Ankita Periwal is
designated as Company Secretary and Compliance Officer of the company.

In terms of Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial Personnel of the Company as at 31.03.2025:

Mr. Aditya Todi - Managing Director
Mr. Amit Sultania - Chief Financial Officer
Mrs. Ankita Periwal - Company Secretary

The Company has received 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.

The Independent Directors have also submitted a declaration confirming that they
have registered their names in the databank of Independent Directors as being
maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the required
directors have qualified the online proficiency self-assessment test in terms of Rule
6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. The
board of directors have taken on record the declaration and confirmation submitted by
the Independent Directors after undertaking due assessment of the same and in their
opinion the Independent Directors fulfil the conditions specified in the Act and Listing
Regulations and are independent of the management.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their
knowledge and ability, confirm that for the year ended March 31, 2025:

• in the preparation of the Annual Accounts for the year ended 31^st March, 2025,
the applicable accounting standards have been followed and there are no material
departures from the same;

• they 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 state of affairs of the Company as of 31^st March, 2025 and of
the profit of the Company for that period;

• they 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 for preventing and detecting frauds and other
irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;

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

All the new Directors inducted on the Board are provided a formal orientation
programme to acquaint them with the Company’s background history, milestones,
nature of industry, product offerings, businesses, policies of the Company, structure
of the board and committees. The Managing Director of the Company also has a one to
one discussion with the newly appointed Director to familiarize him with the
Company’s culture.

Further, at regular intervals familiarization programs are arranged wherein
Independent Directors are informed about business strategy, business operations,
market share, financial parameters, regulatory and business scenario of the industry,
changes in business model and are provided with all necessary updates, documents,
reports, policies to ensure that the Independent Directors are properly aware about
the business and performance of the Company from time to time. Such programmes
provide an opportunity to the Directors to understand the business and strategy of the
Company in detail. Significant statutory updates are circulated on a regular basis
through which all the Directors are made well versed with all the significant regulatory
developments and amendments in the corporate sector.

During the year, one familiarization programme was conducted on 17th September,
2024, at Kolkata. The details of policy is uploaded on the website of the company at
https://spino.co.in/investor/

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC’)
means the policies and procedures adopted by the Company for ensuring the orderly
and efficient conduct of its business, including adherence to Company’s policies,
safeguarding of its assets, prevention and early detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of
reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the
Company and that such controls are adequate and operating effectively. The
Company’s internal control systems commensurate with the nature of its business
and the size and complexity of its operations.

Internal Audit is conducted periodically and the internal auditor monitors and
evaluates the efficiency and adequacy of internal control system including internal
financial control in the company.

BOARD MEETINGS

The Board met 1 3 (Thirteen) times during the Financial Year 2024-25:

30^th May, 2024; 26^th August, 2024 ; 2^nd September, 2024; 9^th September, 2024 17^th
September, 2024; 20^th September, 2024; 30^th September, 2024; 10^th October, 2024;
21^st November, 2024; 19^th December, 2024; 31^st December, 2024; 1^st February, 2025
and 20^th March, 2025

The meetings were held both physically and virtually in accordance with the applicable
provisions of the Act. The details relating to attendance of Directors in each board
meeting held during the Financial Year 2024-25 have been provided below:

Name of the Directors	DIN	Designation	No. of Board Meetings eligible to attend	No. of meeting attended
Mr. Aditya Todi	01914193	Managing Director	13	13
Mr. Amit Sultania	00548098	Executive Director and CFO	13	13
Mr. Rajesh Kumar Murarka 1	10670428	Independent Director	11	11
Mrs. Shikha Gupta2	10654047	Independent Director	9	9
Mr. Pushp Deep Rungta3	10637697	Non-Execuive Director	12	12

A. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the provisions of
Section 177 of the Act and Regulation 18 of the Listing Regulations and comprises of
four directors out of which three are Independent Directors. The Chairman of the
Committee is an Independent director. All the members of the Committee are
financially literate and experienced and bring in the specialized knowledge and
proficiency in the fields of accounting, audit, finance, taxation, banking, compliance,
strategy and management. The company secretary will act as secretary to the
committee.

As the audit committee was constituted on 20^th September, 2024 the Audit Committee
met 2 (two) times on 10^th October, 2024 and 31^st December, 2024. All the Directors
were present in both the committee meeting.

All the recommendations made by the Audit Committee during the year under review
were duly accepted by the Board.

The composition of Audit Committee and the details of meetings attended by the
members are given below:

Name	Designation	Position
Mr. Rajesh Kumar Murarka	Non-Executive Independent Director	Chairman
Mrs. Shikha Gupta	Non-Executive Independent Director	Member
Mr. Aditya Todi	Managing Director	Member

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted in accordance with
the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The
Committee comprises of three Independent directors.

The Nomination and Remuneration Committee inter-alia oversees the Company’s
nomination process including succession planning for the senior management and the
Board and recommend a policy for their remuneration.

As the committee was constituted on 20^th September, 2024, the 1 (one) Nomination
and Remuneration Committee meetings were held on 10 ^th October, 2024. All the
Directors were present in the committee meeting.

The composition of Nomination and Remuneration Committee and the details of
meetings attended by the members are given below:

Name	Designation	Position
Mrs. Shikha Gupta	Non-Executive Independent Director	Chairman
Mr. Rajesh Kumar Murarka	Non-Executive Independent Director	Member
Mr. Pushp Deep Rungta	Non-executive Director	Member

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted in accordance with
the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations. The
Committee comprises of three directors, two being executive and one Independent. The
Company Secretary acts as Secretary to the Committee.

As a measure of speedy redressal of investor grievances, the Company has registered
on SCORES (SEBI Complaints Redress System) platform, a web based centralized
grievance redress system set up by SEBI to capture investor complaints against listed
companies.

No Complaints were registered on SCORES against the Company during the financial
year 2024-25. There were no pending complaints at the beginning, no complaints were
received and disposed during the period. Therefore, no complaints were pending at the
end of financial year.

During the year, one Stakeholders Relationship Committee meeting was held on 10^th
October 2024. All the Directors were present in the committee meeting.

The composition of Stakeholders Relationship Committee and the details of meetings
attended by the members are given below:

Name	Designation	Position
Mr. Pushp Deep Rungta	Non-executive Director	Chairman
Mr. Amit Sultania	Director	Member
Mr. Rajesh Kumar Murarka	Independent Director	Member

D. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES
AND INDEPENDENCE OF A DIRECTOR

The NRC has formulated the criteria for determining qualifications, positive attributes
and independence of Directors in terms of provisions of Section 178(3) of the Act and
the SEBI Listing Regulations. The same is available at https: / / spino.co.in/investor/

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance
with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing
Regulations. The Policy provides a framework to promote responsible and secured
reporting of unethical behavior, actual or suspected fraud, violation of applicable laws
and regulations, financial irregularities, abuse of authority, etc. by Directors,
employees and the management.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company
at https: / / spino.co.in/investor/

The Company endeavors to provide complete protection to the Whistle Blowers against
any unfair practices. The Audit Committee oversees the genuine concerns and
grievances reported in conformity with this Policy. It is affirmed that no personnel of
the Company has been denied access to the Audit Committee and no case was
reported under the Policy during the year.

PARTICULARS OF EMPLOYEES

Particulars are required to be given under the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment &
Remuneration of Key Managerial Personnel) Rules, 2014 are not applicable.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Company’s Policy on nomination and remuneration of Directors and KMP is
available on the website of the Company at https: / / spino.co.in/investor/

CORPORATE GOVERNANCE

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organization''s brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders'' expectations. This is vital to gain and retain the
trust of our stakeholders. The Company is committed to maintain the highest
standards of corporate governance and adhere to the corporate governance
requirements set out by SEBI. The Company has also implemented several best
corporate governance practices as prevalent globally.

As the securities of your Company are listed at BSE-SME Platform, the Corporate
Governance Report as per Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
our Company.

AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor’s Report

M/s R.K. Banka & Co., Chartered Accountants (Firm Registration No. 320314E) as the
Statutory Auditors of the Company to hold office for a term of 5 consecutive years in
the Annual General meeting held in 2022, till the conclusion of Annual General
Meeting of the Company to be held on 2027.

Secretarial Audit

The Provisions of Section 204 of the Companies Act, 2013 are not applicable on the
Company during the financial year 2024-2025.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of
fraud committed against the Company as required to be reported under Section 143
(12) of the Act.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as
amended, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st
March, 2025, is also available on website of the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the
public within the meaning of Sections 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. As on 31st March 2025, there were no deposits
lying unpaid or unclaimed.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND
GENERAL MEETINGS

During the Financial Year 2024-25, the Company has complied with all the relevant
provisions of the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The
Company has always been proactive in providing growth, learning platforms, safe
workplace and personal development opportunities to its workforce. The core focus of
the Company has been on improvement and upliftment of the employees through
continuous training & development programmes. The human resource department of
the Company through its persistent efforts strives to achieve amicable working and
industrial relations as a result of which the employee relations remained cordial
throughout the year.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is
committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment 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. An Internal Complaints Committee (ICC) has also been set up to
redress complaints received regarding sexual harassment.

During the year under review, no cases were filed under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

a) Conservation of Energy:

i) The step taken or impacts on conversation of energy - NIL

ii) The steps taken by the Company for utilizing alternative sources of energy - NIL

iii) The capital investment on energy conservation equipment’s - NIL

b) Technology Absorption, Adaptation and Innovation:

The Company continues to use the latest technologies for improving the productivity
and quality of its services and products. The Company’s operations do not require
significant import of technology.

c) Foreign Exchange Earning and Outgo:

There were no Foreign Exchange Inflow and Foreign Exchange Outflow during the year
under review.

GENERAL DISCLOSURES

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms
that for the year ended on March 31, 2025:

a. There were no proceedings, either filed by the Company or against the Company,
pending under the Insolvency and Bankruptcy Code, 2016, before the National
Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

c. There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company’s operations in future.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees at
all the levels during this challenging time. Your Directors take this opportunity to
express their grateful appreciation for the encouragement, co-operation and support
received by the Company from the local authorities, bankers, customers, suppliers
and business associates. The directors are thankful to the esteemed shareholders for
their continued support and the confidence reposed in the Company and its
management.

For and on behalf of the Board of Directors

Place: Kolkata Aditya Todi Amit Sultania

Date: 29^th May, 2025 Chairman & MD Director & CFO

DIN: 01914193 DIN: 00548098

1

Rajesh Kumar Murarka appointed on 29^th August, 2024

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee to deal with specific
areas/activities that need a closer review and to have an appropriate structure for
discharging its responsibilities.

2

Mrs Shikha Gupta appointed on 17^th September, 2024

3

Pushp Deep Rungta appointed on 30^th May, 2024