Directors Report of Spenta International Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting 38^th Annual Report along with the Audited
Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2025.

1. Financial Results

The Company''s performance during the year ended 31^st March, 2025 as compared to the
previous financial year, is summarized below:

Particulars	(Rs. in Hundreds)
	FY 2024¬ 2025	FY 2023-2024
Total Income	4763841.98	3514679.53
Gross Profit (before Interest, Depreciation and tax)	153433.54	145983.28
Less: Interest	196080.14	182825.13
Less: Depreciation	93787.16	94913.95
Profit before Tax	153433.54	145983.28
Less: Current Tax	48000.00	41000.00
Less: Deferred Tax	-7831.48	-5141.31
Less: Excess Provision (Previous Year)	-8225.60	-
Net Profit after tax	121490.62	110124.59
Less: Other Comprehensive Income	4234.27	8761.20
Total Comprehensive Income	125724.89	101363.39

3. Statement of Company''s Affairs

During the year under review,

a) the turnover of the Company in the financial year ended as on March 31, 2025 is

47,63,841.98/- (INR in Hundreds) as against 35,14,679.53/- (INR in Hundreds) the
previous year ended as on March 31, 2024;

b) the profit of the Company in the financial year ended as on March 31, 2025 is
1,21,490.62/- (INR in Hundreds) as against profit of 1,10,124.59/- (INR in Hundreds) in
the previous year ended as on March 31, 2024.

Company is in the process of optimising production on all the existing machines by
manufacturing optimal product mix. Using better quality yarns and doing product innovation
by using different finishes, which will enhance the overall quality and help to improve our
margins.

4. The Change in the Nature of Business, if any

There was no change in the nature of business of the Company, during the year under review.

5. Transfer to Reserves

Your Directors do not propose to transfer any amounts to the general reserves of the
Company, instead have recommended retaining the entire profits after payment of dividend, if
any for the financial year ended 31^st March, 2025 in the profit and loss account.

6. Dividend

The Board has recommended a final Dividend of Rs. 1.00/- per equity share for the financial
year ended 31^st March, 2025. If the above recommendation is accepted by the Members of
the Company at the ensuing Annual General Meeting, the total outflow on this account will be
Rs. 27.64 Lacs.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the Year, Unclaimed Dividend for FY 2016-17 amounting to Rs. 3,35,147/- (Three Lacs
Thirty-Five Thousand One Hundred Forty-Seven only) has been transferred to the Investor
Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

8. Dividend Distribution Policy

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000
listed entities, based on market capitalization calculated as on March 31 of every Financial
Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report
and on the website of the Company. However, Your Company is out of purview of top 1000
listed entities based on market capitalization calculated as on March 31 2025.

9. Share Capital

There has been no change in the share capital of the Company during the financial year under
review.

The authorized share capital of the Company as on March 31, 2025 is INR 3,50,00,000/-
(Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity
Shares of INR 10/- (Rupees Ten Only) each.

The paid-up equity share capital of the Company as on March 31, 2025 is INR 2,76,43,260
(Rupees Two Crore Seventy-Six Lakhs Forty-Three Thousand Two Hundred Sixty Only)
divided into 27,64,326 (Twenty-Seven Lakhs Sixty-Four Thousand Three Hundred Twenty-
Six) Equity Shares of INR 10/- (Rupees Ten Only) each.

10. Disclosure regarding issue of equity shares with differential rights:

All the equity shares issued by the Company carry similar voting rights and the Company has
not issued any equity shares with differential voting rights during the financial year under
review.

11. Disclosure regarding issue of employee stock options:

The Company has not granted any employee stock options (ESOPs) during the financial year
under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share Capital and
Debentures) Rules, 2014 is not required.

12. Disclosure regarding issue of sweat equity shares:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014, has not issued any sweat equity shares during
the financial year under review and hence the disclosure requirements in this connection will
not apply to the Company.

13. Buy-back

The Company has not bought back its shares during the financial period under review.

14. Annual Return

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as
amended, the Annual Return of the Company e-Form MGT-7 for the Financial Year 2024-25 is
uploaded on the website of the Company at http://www.spentasocks.com.

15. Number of Board Meetings

The Members of the Board had met Thirteen (13) times during the financial year under
review. The dates of the Board Meeting are as follows:

Sr. No.	Dates of Board Meeting
1.	10-04-2024
2.	17-04-2024
3.	01-05-2024
4.	28-05-2024
5.	28-06-2024
6.	05-08-2024
7.	22-08-2024
8.	04-10-2024
9.	13-11-2024
10.	20-12-2024
11.	03-01-2025
12.	05-02-2025
13.	13-02-2025

16. Meeting of Independent Directors

The Independent Directors met once during the year on 13^th February, 2025 to review the
working of the Company, its Board and Committees. The meeting decided on the process of
evaluation of the Board and Audit Committee. It designed the questionnaire on limited
parameters and completed the evaluation of the Board by Non-Executive Directors and of the
Audit committee by other members of the Board. The same was compiled by Independent
authority and informed to the members.

17. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standard 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 that period;

iii) the Directors have taken proper and sufficient care for the maintenances of adequate
accounting records in accordance with the provision of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual accounts on a going concern basis;

v) 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; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating.

18. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned
in this Report.

19. Statement on Declaration Given by Independent Directors Under Section 149(6)

The Independent Directors have submitted their disclosures to the Board that they fulfill all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant SEBI Listing Regulations.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not
aware of any circumstances or situation which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties. Based on the declarations
received from the independent directors, the Board has confirmed that they meet the criteria
of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that
they are independent of the management.

In the opinion of the Board, the independent directors are, individually, person of integrity
and possess relevant expertise and experience.

20. Directors and Key Managerial Personnel

During period under review, there were no changes took place in the Board Composition.

However, Mr. Sudhir Kumar (ACS: 71594) acted as a Compliance Officer of the Company for
a period of October 06^th, 2023 to November 08^th, 2024 and ceased to be the Company
Secretary and Compliance Officer pursuant to his resignation with effect from close of
business hours on November 08^th, 2024.

Ms. Priti Ashok Shukla (ACS: 71248) has been appointed and acts as Company Secretary and
Compliance Officer with effect from Wednesday, February 05^th, 2025 onwards in the Financial
Year 2024-2025.

21. Attributes, Qualifications & Independence of Directors, their appointment and
remuneration

The Nomination & Remuneration Committee of Directors have approved a stat for Selection,
Appointment and Remuneration of Directors which inter-alia requires that composition and
remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and
senior management employees and the Directors appointed shall be of high integrity with
relevant expertise and experience so as to have diverse Board and the Policy also lays down
the positive attributes/criteria while recommending the candidature for the appointment as
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 relevant information has been given in Annexure A which forms part
of this Report. The policy on Company''s Remuneration and Nomination is posted on
Company''s website at www.spentasocks.com and also annexed hereto as Annexure B.

22. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made
thereunder:

During the Year under review, the Company does not have any Holding or Subsidiary
Company. Therefore, No Managing Director or Whole time Director has received any
Remuneration or commission and the following provision is not applicable.

23. Auditors

a) Internal Auditors

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. B. G.
Dolar & Co., Internal Auditors for the Financial year 2024-2025 to conduct the internal
audit and to ensure adequacy of the Internal controls, adherence to Company''s policies
and ensure statutory and other compliance through, periodical checks and internal audit.

b) Statutory Auditors

The Company at its 37^th Annual General Meeting held on 24^th September, 2024 appointed
M/s. A K Kocchar & Associates, Chartered Accountants (FRN: 120410W) re-appointed
as Statutory Auditors of the Company for a period of Five consecutive years and who shall
hold such office from the conclusion of 37^th Annual General Meeting till the conclusion of
42^nd Annual General Meeting at such remuneration as may be mutually decided by the
auditors and the Board of Directors thereof. Further, they have confirmed that they are not
disqualified as auditors of the Company under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules or regulations made thereunder.

c) Secretarial Auditors

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY
2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2024¬
2025 is annexed herewith as Annexure-C.

d) Cost Auditor and Cost Audit

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the financial 2024-25. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the provisions
of section 148 of the Companies Act, 2013 as the same was not applicable to the Company
during the financial year under review.

24. Comments of the Board on Auditors'' Report

During the reporting period, The Statutory Auditors and the Secretarial Auditors have no
observations or qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements and by the Secretarial Auditors in respect
of Secretarial Audit as on and for the year ended 31^st March, 2025 respectively.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to
obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates

LLP were appointed to conduct Secretarial Audit and issue Report for the financial year 2024¬

25.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial
year 2024-25 forms part of this report. The Secretarial Audit Report is annexed herewith as
Annexure - C.

25. Particulars of Loans, Guarantees or Investments made under section 186 of the
Companies Act, 2013

Details of Loans granted, Guarantees given or Investments made during the year under
review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statements in note no. 12 & 47.

26. Subsidiaries and Associate Companies

The Company does not have any subsidiaries, joint venture and associate companies as on
31^st March, 2025, therefore report on the highlights of performance of subsidiaries, joint
venture and associate companies is not provided in this report.

27. Particulars of Contracts or Arrangements made with Related Parties

All the related party transactions are entered on arm''s length basis, in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which may have potential conflict with the interest
of the Company at large or which warrants the approval of the shareholders. The transactions
are being reported in Form AOC-2 i.e. "Annexure - D" in terms of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A
statement of all related party transactions is presented before the Audit Committee on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s
website at www.spentasocks.com.

28. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company
to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

29. Cash Flow and Standalone Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Standalone Financial Statements is part of the Annual Report.

30. Conservation of Energy, Technology & Foreign Exchange

Information on conservation of energy, technology absorption, foreign exchange earnings and
out go, is required to be given pursuant to provision of Section 134 of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked
as Annexure-E and forms part of this report.

31. Statement Indicating/Concerning Development and Implementation of Risk
Management Policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives and thus in pursuance of the same it has formulated a Risk
Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and
functions are systematically addressed and also discussed at the meetings of the Audit
Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow up
actions thereon are reported to the Audit Committee and the risk management policy is
available on the website of the company: www.spentasocks.com.

32. Statement on Corporate Social Responsibility

The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company as
the Net-worth, Turnover and Net profit of the Company was under the triggering limits during
the year under review.

33. Annual Evaluation of the performance of the Board, its Committees and of Individual
Directors has been made

During the year, the Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering various
aspects of the Boards functioning such as composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, governance issues etc. Separate
exercise was carried out to evaluate the performance of individual Directors including the
Board Chairman who were evaluated on parameters such as attendance, contribution at the
meetings and otherwise, independent judgment, safeguarding of minority shareholders
interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of
the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

34. Familiarization Programme for Independent Directors

The familiarization program aims to provide Independent Directors with the industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to
enable them to take well informed decisions in a timely manner. The familiarization program
also seeks to update the Directors on the roles, responsibilities, rights and duties under the
Act and other statutes. The policy on Company''s familiarization program for Independent
Directors is posted on Company''s website at http://www.spentasocks.com.

35. Particulars of Employees

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013
read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure-F.

36. A statement showing names of the top ten employees in terms of remuneration
drawn during the said financial year

There have been no employees who is drawing the remuneration as specified in Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore
the required details are not provided in this report.

37. Deposits

Your Company did not accept any deposits from the public during the year. There are no
deposits which have not been claimed by depositors or paid by the Company after the date on
which the deposit became due for repayment or renewal, as the case may be, according to
the contract with the depositors & there are no total amounts due to the depositors &
remaining unclaimed or unpaid.

38. The details of Significant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company''s operations in future

There were no significant or material orders passed by the Regulators, Courts or Tribunal
which impact the going concern status of the Company and the Company''s operations in
future.

39. Internal Control System

The Company''s internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most sustainable
and competitive Company in our industry". The Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditors and their
significant audit observations and follow up actions thereon are reported to the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.

40. Disclosure under the Sexual Harassment of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention
of sexual harassment at workplace with a mechanism of lodging complaints, for the benefits
of its employees. During the year under review, the Company has adopted a policy on
prevention of sexual harassment of women at workplace. The Company has also constituted
an Internal Complaints Committee/Anti-Sexual Harassment Committee as required under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Currently there are 13 women employees'' working with the Company and a senior
women employee has been designated to receive complaints and report such cases to the
Anti-Sexual Harassment Committee in this behalf. During the year under review no
complaints were received under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The details as required under the law for the compliant
is provided below:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

41. Insolvency and bankruptcy code

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

42. Disclosure under rule 8(5)(xii) of the Companies (Accounts) rules, 2014

During the year, there were no instances where your Company required the valuation for one¬
time settlement or while taking the loan from the Banks or Financial institutions. The
requirement to disclose the details of difference between amount of valuation done at the
time of onetime settlement and valuation done while taking loan from the Banks and Financial
Institutions along with the reasons thereof is also not applicable.

43. Disclosure under the Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which
ensures maternity benefits to women employees as per applicable law. During the financial
year ended March 31, 2025, the provisions of the Act were applicable to the Company;
however, no instances arose wherein maternity benefits were availed by any woman
employee of the Company as the Company does not have any female Employee.

The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.

44. Voluntary revision of financial statements or board''s report

There has been no voluntarily revision in the financial statements and board''s report for the
previous financial years.

45. Committees of the Board

During the year, in accordance with the Companies Act, 2013, There are currently three
Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

For details (composition, number of meeting, attendance, etc.) of Audit Committee,
Nomination and Remuneration Committee and Stakeholders'' Relationship Committee, please
refer to Corporate Governance Report forming part of this report as Annexure H.

46. Whistle Blower Policy/Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at
http://www.spentasocks.com.

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

47. Registrar and Share Transfer Agent:

M/s MUFG Intime India Private Limited, C 101, 1^st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli West, Mumbai - 400083, Maharashtra, is the Registrar and Share Transfer Agent of
the Company for the physical and Demat shares. The members are requested to contact
directly for any requirements.

48. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation 2015, is given separately and is annexed as Annexure-G
and forms part of this report.

49. Corporate Governance Report

The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under
regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the
practicing Company Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this
Annual Report as Annexure-H.

50. Compliance of applicable Secretarial Standards

Your Directors hereby confirm that the Company has complied with the necessary provisions
of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to
the Company.

51. Enhancing Shareholder Value

Your company firmly believes that its success, the marketplace and a good reputation are
among the primary determinants of value to the shareholder. The organizational vision is
founded on the principles of good governance and delivering leading-edge products backed
with dependable after sales services.

52. Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning
of applicable securities laws and regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the Company''s operation
include global and domestic demand and supply conditions affecting selling prices of Raw
Materials, Finished Goods, input availability and prices, changes in government regulations,
tax laws, economic developments within and outside the country and various other factors.

53. Other Disclosures

a) Proceeding under The Insolvency and Bankruptcy Code, 2016:

There were no proceedings, either filed by the Company or against the Company,
pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as of March 31, 2025.

b) The requirement to disclose the details of difference between amount of valuation done
at the time of onetime settlement and valuation done while taking loan from the Banks
and Financial Institutions along with the reasons thereof is also not applicable.

54. Acknowledgements

Your Directors take this opportunity to thank the Company''s Members, Customers, Vendors
and all other Stakeholders for their continued support throughout the financial year. The
Directors also thank the Stock Exchange, Banks, Ministry of Corporate Affairs, State
Governments, Government of India and all other Government agencies and Regulatory
Authorities for the support extended by them and also look forward to their continued support
in future.

Your Directors would also like to place on record their sincere thanks & appreciation for their
contribution, consistent hard work, dedication and commitment of our employees at all levels
for their contribution to the success achieved by the Company.

For and on behalf of the Board of Directors
SPENTA INTERNATIONAL LIMITED

Sanjay Gadodia Danny Hansotia

Chairman & Whole Time Managing Director &
Director CFO

DIN:00203433 DIN: 00203497

Place: Palghar

Date: 14th August, 2025

---

Mar 31, 2024

Your Directors have great pleasure in presenting 37^th Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2024.

1. Financial Results

The Company''s performance during the year ended 31^st March, 2024 as compared to the previous financial year, is summarized below:

Particulars	(Rs. in Lacs)
	FY 2023-2024	FY 2022-2023
Total Income	3514.68	5359.33
Gross Profit (before Interest, Depreciation and tax)	423.72	405.57
Less: Interest	182.83	167.27
Less: Depreciation	94.91	110.38
Profit before Tax	145.98	127.92
Less: Current Tax	41.00	22.00
Less: Deferred Tax	-5.14	-8.68
Net Profit after tax	110.12	114.60
Less: Other Comprehensive Income	8.76	0.98
Total Comprehensive Income	101.36	113.62

2. Dividend and Transfer to Reserves

The Board has recommended a final Dividend of Rs. 1.00/- per equity share for the financial year ended 31^st March, 2024. If the above recommendation is accepted by the Members of the Company at the ensuing Annual General Meeting, the total outflow on this account will be Rs. 27.64 Lacs.

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended retaining the entire profits for the financial year ended 31^st March, 2024 in the profit and loss account.

3. Future Prospects

Company is in the process of optimising production on all the existing machines by manufacturing optimal product mix. Using better quality yarns and doing product innovation by using different finishes, which will enhance the overall quality and help to improve our margins.

4. The Change in the Nature of Business, if any

There was no change in the nature of business of the Company, during the year under review.

5. Material changes and commitments affecting the Financial position of the Company:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. Directors and Key Managerial Personnel

During period under review, there were no changes took place in the Board Composition.

Mrs. Mamata Bajaj (ACS: 36682) acts as Compliance Officer of the Company for a period of May 15, 2023 to July 06, 2023 in the Financial Year 2023-2024 and ceased to be the Company Secretary and Compliance Officer pursuant to his resignation with effect from close of business hours on 06^th July, 2023.

Mr. Sudhir Kumar (ACS: 71594) appointed and acts as Company Secretary and Compliance Officer with effect from October 06^th, 2023 onwards in the Financial Year 2023-2024.

7. Cash Flow and Standalone Financial Statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Standalone Financial Statements is part of the Annual Report.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the Year, Unclaimed Dividend for FY 2015-16 amounting to Rs. 130,000/- (One Lakh Thirty Thousands only) has been transferred to the Investor Education Fund in terms of Section 125 of the Companies Act, 2013.

9. Number of Board Meetings

During the financial year under review, the Board had met Nine times on 15^th May, 2023, 26^th May, 2023, 07^th July, 2023, 10^th August, 2023, 06^th October, 2023, 11^th October, 2023, 07^th November, 2023, 18^th January, 2024, and 22^nd March, 2024 respectively.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. Attributes, Qualifications & Independence of Directors, their appointment and remuneration

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as 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 relevant information has been given in Annexure D which forms part of this Report. The policy on Company''s Remuneration and Nomination is posted on Company''s website at www.spentasocks.com and also annexed hereto as Annexure E.

11. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. Meeting of Independent Directors

The Independent Directors met once during the year on 18^th January, 2024 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

13. Familiarization Programme for Independent Directors

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at http://www.spentasocks.com.

14. Internal Control System

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

15. Directors Responsibility Statement

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii) That 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 Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) 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.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

16. Subsidiaries and Associate Companies

The Company does not have any subsidiaries and associate companies as on 31^st March, 2024.

17. Deposits

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

18. Auditorsa) Internal Auditors

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. B. G. Dolar & Co., Internal Auditors for the year 2023-2024 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit.

b) Statutory Auditors

The Company at its 32^nd Annual General Meeting held on 30^th September, 2019 appointed M/s. A K Kocchar & Associates, Chartered Accountants (FRN: 120410W) appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further the ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7^th May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has not been included in the Ordinary Course of Business of this AGM Notice Further, they have confirmed that they are not disqualified as auditors of the Company under the

Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

Auditors'' report is self-explanatory and therefore does not require further comments and explanation.

In Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s. A K Kocchar & Associates, Chartered Accountants, (Firm Registration No. 120410W) be and is hereby re-appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 37^th Annual General Meeting till the conclusion of 42^th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof.

c) Secretarial Auditors

The Board has appointed M/s. HSPN & Associates LLP as the Secretarial Auditor of the Company for the financial year 2023-2024 with effect from 01^st April, 2023 to 31^st March, 2024 consequent to the conversion from Partnership Firm (i.e M/s. HS & Associates, Company Secretaries) to Limited Liability Partnership (i.e M/s. HSPN & Associates LLP).

The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2023-2024 is annexed herewith as Annexure-F.

d) Cost Auditors

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2023-24.

19. Comments of the Board on Auditors'' Report

During the reporting period, The Statutory Auditors and the Secretarial Auditors have no observations or qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements and by the Secretarial Auditors in respect of Secretarial Audit as on and for the year ended 31^st March, 2024 respectively.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates LLP were appointed to conduct Secretarial Audit and issue Report for the financial year 2023-24.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial year 202324 forms part of this report. The Secretarial Audit Report is annexed herewith as Annexure - F.

20. Whistle Blower Policy/Vigil Mechanism Policy for the Directors and Employees

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at http://www.spentasocks.com.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

21. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

22. Annual Return

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended, the Annual Return of the Company e-Form MGT-7 for the Financial Year 2023-24 is uploaded on the website of the Company at http://www.spentasocks.com

23. Particulars of Contracts or Arrangements made with Related Parties

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure-B.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.spentasocks.com.

24. Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

25. Conservation of Energy, Technology & Foreign Exchange

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked as Annexure-A and forms part of this report.

26. Corporate Governance Report

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, are enclosed as a separate section and forms part of this report marked as Annexure-H.

27. Particulars of Employees

The information pursuant to Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration is annexed hereto marked as Annexure-C and forms part of this report.

28. Management''s Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure-G and forms part of this report.

29. Compliance of applicable Secretarial Standards

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

30. Risk Management Policy

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company: www.spentasocks.com.

31. The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future. However, The BSE had levied penalty of Rs. 5,900 (Five Thousands Nine Hundred only) for one day delay in appointment of Company Secretary and Compliance Office and Rs. 17,700 (Seventeen Thousands Seven Hundred Only) for the non compliance of Regulation 23 (9) of the Listing (Obligation and Disclosure Requirements) Regulations, 2015. The Company has paid the said penalty and made the default good during the reporting period.

32. Enhancing Shareholder Value

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

33. Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this report as Annexure-G.

34. Annual Evaluation of the performance of the Board, its Committees and of Individual Directors has been made

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

35. Committees of the Board

During the year, in accordance with the Companies Act, 2013, There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

36. Disclosure under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, for the benefits of its employees. During the year under review, the Company has adopted a policy on prevention of sexual harassment of women at workplace. The Company has also constituted an Internal Complaints Committee/Anti-Sexual Harassment Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Currently there are 13 women employees'' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Anti-Sexual Harassment Committee in this behalf. During the year under review no complaints were received under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Other Disclosures

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

38. Acknowledgements

Your Directors takes this opportunity to thank the Company''s Members, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. The Directors also thank the Stock Exchange, Banks, Ministry of Corporate Affairs, State Governments, Government of India and all other Government agencies and Regulatory Authorities for the support extended by them and also look forward to their continued support in future.

Your Directors would also like to place on record their sincere thanks & appreciation for their contribution, consistent hard work, dedication and commitment of our employees at all levels for their contribution to the success achieved by the Company.

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Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

SPENTA INTERNATIONAL LIMITED.

The Directors have great pleasure in presenting 29^th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars	(Rs. in Lacs)
	Year ended 2015-16	Year ended 2014-15
Total Income (including Other Income)	3825.56	3612.80
Gross Profit (before Interest, Depreciation and tax)	576.61	475.90
Less : Interest	113.76	74.68
: Depreciation	92.30	221.64
: Provision for taxation - Current	100.00	91.00
- Deferred	0.42	(36.63)
Net Profit after tax	270.14	125.21
Balance brought forward from previous year''s a/c	1592.38	1580.27
Amount available for appropriation	1862.52	1705.48
Transfer & Appropriations:
Proposed Dividend	33.17	30.41
DDT on proposed Equity Dividend	6.75	6.22
Capital redemption reserve on buy back of shares	NIL	76.47
Balance carried to balance sheet	1822.60	1592.38
	1862.52	1705.48

2. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are pleased to recommend a final Dividend of Rs. 1.20 per equity share of the face value of Rs. 10/- each for the approval of the shareholders.

The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 33.17 lacs, excluding Rs. 6.75 lacs as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.

No amount is being transferred to reserves during the year under review.

3. FUTURE PROSPECTS :

Company is in the process of importing 46 socks knitting machines out of which 28 machines are new and 18 machines are pre-owned. This will increase company''s production capacity by 10 % and reduce the dependence of the Company on outsourcing.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Some workers of the company had declared a sudden strike in the factory during November 2015 and the production activities have been halted. In view of the above, the Company has entered into necessary initial negotiation with the workers.

Strike has been temporarily withdrawn from November 06, 2015 to March 31, 2016 as Management has entered into three years'' agreement with workers and matter has been settled.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there has been no change in the composition of Board of Directors of the Company.

Members of the Company approved payment of remuneration in the grade of Rs. 7,00,000 p.m to Mr. Sanjay Gadodia, whole time Director w.e.f 29^th September,2015.

7. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met seven times on 29^th May 2015, 8^th July 2015, 14^th August 2015, 8^th September 2015, 30^th September 2015, 9^th November 2015 and 12^th February 2016.

8. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

9. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 12^th February, 2016 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

10. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii) That 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 or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) 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.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

11. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

As on 31^st March, 2016, Company has no subsidiaries and associate companies.

12. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

13. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Rajesh K. Jain & Co., internal auditors for the year to 2016-2017 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit.

14. STATUTORY AUDITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting held on 24th September, 2014 for the period of three (3) years. i.e. for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

15. STATUTORY AUDITOR''S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. R. Parikh & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

16. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

17. SECRETARIAL AUDITOR & REPORT

The Board has appointed Hemant Shetye, Partner of HS Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2016-2017. Also annexed herewith secretarial Audit report (MR-3), in Annexure-1 as provided by M/s. HS Associates, for the secretarial audit conducted by them for the period 2015-16 under review. The company is in the process of appointment of whole time company secretary however the company could not find suitable candidate for the post of whole time company secretary.

18. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure 3.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.spentasocks.com.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

21. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure-4 and forms part of this report.

22. CORPORATE GOVERNANCE REPORT

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31^st March, 2016, the Company''s Paid up Capital is of Rs. 2,76,43,260 /- (Rupees Two Crore Seventy Six Lacs Forty Three Thousand Two Hundred Sixty only) and Net worth is of Rs.21,19,02,442/- (Rupees Twenty One Crore Nineteen Lacs Two Thousand Four Hundred Forty Two only).

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

23. PARTICULARS OF EMPLOYEES:

During the financial year there were no employees drawing salary exceeding Rs. 5 Lacs p.m if employed for a part of financial year and Rs. 60 lac p.a. if employed throughout the financial year. The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration is annexed hereto marked Annexure-5 and forms part of this report.

24. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this report. (Annexure 6)

25. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with revised clause 49 of the listing agreement. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and The risk management policy is available on the website of the company: www.spentasocks.com.

26. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

27. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

'' The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. Details of which have been given in the Corporate Governance Report annexed to this Report.

The Vigil Mechanism Policy is available at the website of the company: www.spentasocks.com.

29. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. Currently there are 57 women employees'' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Audit Committee in this behalf. There were no complaints filed by any of the women employees of the Company under this Act.

30. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD

Sd/-

SANJAY GADODIA

DATE: AUGUST 11,2016 (CHAIRMAN)

PLACE: PALGHAR DIN NO: 00203433

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Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting 28th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended Year ended 2014-15 2013-14

Total Income (including Other Income) 3612.80 3803.79

Gross Profit (before Interest, 475.90 520.46 Depreciation and tax)

Less: Interest 74.68 79.17

: Depreciation 221.64 173.19

: Provision for taxation - Current 91.00 110.00

- Deferred (36.63) 11.30

Net Profit aftertax 125.21 146.80

Balance brought forward from previous 1580.27 1433.47 year's a/c

Amount available for appropriation 1705.48 1580.27

Transfer & Appropriations:

Proposed Dividend 30.41 0

DDT on proposed Equity Dividend 6.22 0

Capital redemption reserve on buy 76.47 0 back of shares

Balance carried to balance sheet 1592.38 1580.27

1705.48 1580.27

2. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are pleased to recommend a final Dividend of Rs. 1.10 per equity share of the face value of Rs. 10/- each for the approval of the shareholders.

The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 30.41 lacs, excluding Rs. 6.22 lacs as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.

No amount is being transferred to reserves during the year under review.

3. BUYBACK:

The Company during the year offered shares for Buy Back of upto 7, 77,975 fully paid-up shares equity shares of face value Rs.10/- each at a price of Rs.32/- per fully paid-up equity share for cash through tender offer process (the "Buyback"). The Company bought-back 3,47,574 shares on 16th February, 2015 being the Extinguishment date. After buy-back of Securities total paid-up share capital of the company is Rs. 2,76,43,260

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The remuneration of M r. Danny Hansotia and Sanjay Gadodia is revised subject to provisions of the Companies Act, 2013.

6. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met four times on 29th May, 2014,13th August, 2014, 5th November, 2014 and 12th February, 2015.

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 12th February, 2015 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non Executive Directors and of the Audit committee by other members of the Board. The same was complied by Independent authority and informed to the members.

9. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

li) That 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 or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) 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.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

10. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

As on 31st March, 2015, Company has no subsidiaries and associate companies.

11. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

12. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Rajesh K. Jain & Co., internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

13. STATUTORY AUDITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting held on 24th September, 2014 for the period of three (3) years, i.e. for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

14. STATUTORY AUDITOR'S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. R. Parikh & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

15. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

16. SECRETARIAL AUDITOR & REPORT

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2015-2016. Also annexed herewith secretarial Audit report (MR-3), as provided by M/s. HS Associates, for the secretarial audit conducted by them for the period 2014-15 under review. The company does not have a whole time company secretary however the company has initiated measures for the appointment of the same.

17. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure 3.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

20. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules , 2014 is annexed hereto marked Annexure-4 and forms part of this report.

21. POSTAL BALLOT

The Company successfully completed the process of obtaining approval of its Members on the following resolutions through Postal Ballot pursuant to section 110 of Companies Act, 2013 during the year 2014-15: 1 2 3 4

1. Consideration and approval of the proposal of Buy-back of securities

2. Authorization to sell, lease or otherwise dispose of whole or substantially whole, of the undertaking.

3. Authorization to invest company's surplus funds/loans, giving guarantees and providing security

4. Consideration and approval of the Alteration of Main Objects Clause of the Memorandum of Association by replacing of existing clause 1,2,4 & 5 as set out as per the Companies Act, 2013 and Section 13,110(1) (a) read with Companies (Management and Administration) Rules. 2014.

5. Approval of the re-appointment of Mr. Danny Hansotia, Managing Director for a period of 3(three) years.

22. ALTERATION OF MEMORANDUM OF ASSOCIATION

The Company has altered its Memorandum of Association during the year by replacing the existing clause 1, 2, 4 & 5 of Object Clause of the Memorandum of Association of the Company as per the Companies Act, 2013 and Section 13,110(1) (a) read with Companies (Management and Administration) Rules, 2014. A certificate confirming the Alteration of Object clause dated 5th January, 2015 has been received from the Registrar of Companies.

23. CORPORATE GOVERNANCE REPORT

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s. HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report. (Annexure 5)

SEBI vide its circular dated 15th September, 2014, clarified the applicability of revised clause 49 and hence it is not applicable to your Company based on the paid-up capital and Net worth criteria as stipulated by them. However to ensure good corporate governance practice, your company is in compliance with revised Clause 49 of Listing Agreement.

24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report. (Annexure 6)

25. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk management Policy to ensure compliance with revised clause 49 of the listing agreement. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

28. PARTICULARS OF EMPLOYEES:

During the financial year there were no employees drawing salary exceeding Rs. 5 Lacs. The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the registered office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting, i.e till 8th September, 2015.

29. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. Currently there are 8 women employees' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Audit Committee in this behalf. There were no complaints filed by any of the women employees of the Company under this Act.

30. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD

Sd/- SANJAY GADODIA DATE: August 13, 2015 (CHAIRMAN) PLACE: Palghar DIN No.: 00203433

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Mar 31, 2014

The Members,

SPENTA INTERNATIONAL LIMITED.

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

RsIn Lacs) YEAR ENDED March 31,2014 March 31,2013

Sales 3763.45 2796.27

Other Income 40 34 4463

Total Income 3803.79 2840.90

Profit before Interest and Depreciation 520.46 466.48

Less: Interest S finance charges (79.17) (7101)

Profit after interest but before Depreciation 441.29 39S.46

Less: Depreciation & Amortization (173.19) (169.49) Profit before tax 268.10 225.97

Less: Provision for Taxation - Current Tax 110.00 9000

- Deferred Tax(Net) 11.30 (1.73)

Profit after tax 146.80 137.69

2. FINANCIAL OPERATIONS:

The operating environment improved considerably In F.Y 2013-14, as economic activity strengthened and spending in most economies began to recover. With the positive momentum in the Indian economy, the Company''s Sales income grew by 34.59 % to Rs. 3763.45 lacs compared to Rs. 2796.27 lacs in the previous year. Additionally, the net profit of the company has increased by 6.62% to Rs. 146.80 lacs eompa red to Rs. 137,69 lacs in the previous yea r.

3. FUTURE PROSPECTS:

The Indian textiles industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand. The sector contributes about 14 % per cent to industrial production, 4 % per cent to the gross domestic product (GDP). Your Company believes that development of new capabilities and strengthening of existing capabilities are of paramount importance for sustained value creation. In order to address the changing needs of customers your Company has planned to strengthen its production capabilities and your Company is confident that it is well placed to take advantage of the growth opportunities in the coming years. .

4. DIVIDEND AND TRANSFER TO RESERVES:

The Directors, do not recommend any dividend for the year in order to uti lize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted Fixed Deposits within the meaning of Section 58Aof the Companies Act, 1956and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total a mounts due to the depositors & rema ining unda imed or u npaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

Mr. Sanjay Gadodia retires by rotation is eligible for re-a ppointment.

Mr. Gaurav Samdaria was appointed as an Additional Independent Non-Executive Director w.e.f February 13,2014. Further Ms. Sunita Misri was appointed as an Additional Non-Executive Director w.e.f August 13,2014. The aforesaid directors shall be regularized at the ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Gaurav Samdaria as Independent Non-Executive Director of your Company upto 5 (five) consecutive years up to on March 31,2019 and Ms. Sunita Misri as Independent Non-Executive Director of your Company upto 5 (five) consecutive years up to on August 12,2019.

Ms. Meena Sehra resigned asa director of your company w.e.f May30,2014. The Board placed on record its appreciation and gratitude for her guidance and val uable contribution to your Company.

Mr. Hemant Shah resigned as a director of your company on February 13,2014. The Board placed on record its a ppredation and gratitude for his guidance a nd valuable contri button to your Company.

Mr. Sandeep Shyamsunder Gadodia resigned as Whole-Time Director of your Company on November 25, 2013. The Board placed on record its appreciation and gratitude for his guidance and valuable contribution to your Company as Whole-Time Director du ri ng his association with your Compa ny.

& DIRECTORS* RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 yearand of the Profits of the Company forthat period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE:

In Compliance with the requirements of Clause 49 of the Listing Agreements, a separate report on Corporate Governance forms part of this Annual Report along with Certificate on Compliance from M/s. HS Associates, Practicing Company Secretaries.

10. CEO/CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on Financial Statements, Cash Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under Section 383A of the Companies Art, 1956 prepared and issued by M/s. HS Associates, Practicing Company Secretaries, is annexed hereto.

12.STOCK EXCHANGE REQUIREMENTS:

Being listed at BSE Limited, Mumbai & Ahmedabad Stock Exchange Limited, the Company has paid listing fees till March, 2015.

The Board of Directors in their meeting held on August 13, 2014 approved delisting of shares from Ahmedabad Stock Exchange Li mited as there is no trading on the sa id Exchange.

13. AUPITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants, Mumbai, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 141(3){g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Art, 2013.

14. AUDITORS" REPORT:

The Auditors''Report to the shareholders did not contain any adverse remarks or qualification.

15. COST AUDITORS:

Your Company had appointed M/s Gangan & Company., Cost Accountants as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of your Compa ny.

As per Section 148 read with Companies {Audit & Auditors) Rules, 2014 and other applicable provisions, if any of the Companies Art, 2013 the Board of Directors of your Company has appointed M/s Gangan & Company, Cost Accountants as ! the Cost Auditor of your Company for the financial yea r 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 50,000/- p.a.

The Cost Audit Report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit report for the year 2013-14 is within 180 days from March 31,2014.

16.SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financialyear 2014-2015.

17. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Management Discussion and Analysis Statement is annexed a nd forms an integral pa rt of th is report.

^.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ft FOREIGN EXCHANGE:

A statement giving the particulars relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo, as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Ru les, 1988 is attached as Annexure 1.

19. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said Section and hence no details are given as such.

21.ACKNOWIDEGEMENTS:

Your Directors place on record their gratitude to the Centra I Government, State Government and Company''s Bankers for the assistance, co-operation and encou ragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent ail around operational performance. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

BY ORDER OF THE BOARD DATE: August 13, 2014 SANJAY GADODIA PLACE: Palghar (CHAIRMAN)

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Mar 31, 2012

To, The Members of SPENTA INTERNATIONAL LIMITED.

The Directors are pleased to present the Twenty-Fifth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012:

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

(Rs. In Lacs)

YEAR ENDED

31st March 2012 31st March 2011

Sales 2642.84 2050.84

Other Income 76.96 38.88

Total Income 2719.80 2089.72

Profit before Interest and Depreciation 535.66 512.87

Less: Interest & finance charges (113.67) (89.04)

Profit after interest but before Depreciation 421.99 423.83

Less: Depreciation & Amortization (160.94) (149.38)

Profit before tax 261.05 274.45

Less: Provision for Taxation - Current Tax 105.00 113.60

- Deferred Tax(Net) (13.69) (21.95)

- Short/Excess provision for Fringe Benefit Tax 0.98 -

Profit after tax 168.76 182.80

Add: Profit for earlier years 1126.61 943.81

Profit Available for Appropriation 1295.37 1126.61

Less: Transfer to General Reserve - -

Surplus carried to Balance Sheet 1295.37 1126.61

2. FINANCIAL OPERATIONS:

Even as the Indian economy encountered a challenging 2011-12, the Company's Sales income grew by 28.86 % to Rs. 2642.84 lacs compared to Rs. 2050.84 lacs in the previous year. However on account of inflation and rising interest rates the net profit of the company has reduced by 7.68 % to Rs.168.76 lacs.

3. FUTURE PROSPECTS:

The robustness of the Indian Economy is reflected in the fact that despite challenging headwinds, the Euro- zone crisis and a substantially weaker rupee, India's GDP is expected to grow by about 6.5% in 2012-13. The Company's Socks Division is optimistic of growth through continued network expansion and innovation.

4. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors do not recommend any dividend for the year in order to utilize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956 and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

Mrs. Meena Sehra retires by rotation and is eligible for re-appointment.

Mr. Jagdeep Desai was appointed as an Additional Director w.e.f 5th October, 2011 by the Board of Directors of the Company in terms of Section 260 of the Companies Act, 1956. Members attention is drawn to Item No.4 of the Notice for the appointment of Mr. Jagdeep Desai as a Director of the Company.

Mr. Chetan Rathod resigned from Directorship w.e.f 24th July, 2012. Company is in process of appointing an independent non executive director within the stipulated time period.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 Profits of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE:

A separate report on Corporate Governance forms part of the Annual Report along with Certificate on Compliance from M/s HS Associates, Practicing Company Secretaries.

10. CEO / CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on financial statements, cash flow for the financial year 2011-12 and certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by M/s. HS ' Associates, Company Secretaries, is annexed hereto.

12. STOCK EXCHANGE REQUIREMENTS:

Being listed at Bombay Stock Exchange Limited, Mumbai & Ahmadabad Stock Exchange, the company has paid listing fees till March, 2013.

13. AUDITORS:

M/s. A. R. Parikh & Co., Chartered Accountants, Mumbai, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

14. AUDITORS' REPORT:

The Auditors' Report to the shareholders did not contain any adverse remark or qualification.

15. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges.

Following Committees are constituted by the Board: Audit Committee, Shareholders / Investors Grievance Committee and Remuneration Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Management Discussion and Analysis Statement is annexed and forms an integral part of this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

A statement giving details of conservation of energy, technology, absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

18. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

19. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for co-operation and support received from their Bankers, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels, without which the all-round growth and prosperity of the Company would not have been possible. Your Directors also appreciate the support provided by the several overseas and local customers to the Company's marketing efforts and to the esteemed shareholders who have maintained confidence in the Company.

FOR AND ON BEHALF OF

THE BOARD OF DIRECTORS

SPENTA INTERNATIONAL LIMITED

DATE: 13th August, 2012 Sd/-

PLACE: Palghar SANJAY GADODIA

(CHAIRMAN & WHOLE TIME DIRECTOR)

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Mar 31, 2010

The Directors have great pleasure in presenting the 23rd ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31s1 March, 2010.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below: (Rs. in Lacs)

YEAR ENDED YEAR ENDED

31st March 2010 31st March 2009

Sales 2143.34 1839.04

Profit before interest and Depreciation 500.16 357.05

Less: Interest & finance charges 76.23 68.76

Profit after interest but before Depreciation 423.93 288.29

Less: Depreciation & Amortization 141.17 132.17

Profit before tax 282.76 156.12

Less: Provision for Taxation -Current 110.00 65.00

-Deferred (15.10) (38.91)

- Fringe Benefit - 1.10

Profit after tax 187.86 128.93

Balance Brought forward 755.95 627.04

Profit carried to Balance Sheet 943.81 755.97



2. FINANCIAL OPERATIONS:

Your Company has almost managed to achieve the target of Rs.215 million with a sales turnover of Rs. 214,334,599/-almost 15 % higher compared to Rs. 183,903,755/- in 2008-2009. Your Company has posted a net profit of Rs.18,785,705/- almost 32% higher compared to Rs. 1,28,92,704 in 2008 - 2009.

3. FUTURE PROSPECTS:

Your Company through efficient production management system, automation and modernization is confident of minimizing the risks and increasing the profits of the Company in coming years.

4. DIVIDEND AND TRANSFER TO RESERVES:

The Directors, do not recommend any dividend for the year in order to utilize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted fixed deposits within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles.of Association of the Company, Mr. Jayant Farswani was appointed as an Additional Director of the Company, w.e.f 15"1 March, 2010. Pursuant to Section 260 of the Companies Act, 1956, the Additional Director of the Company holds office upto the forthcoming Annual General Meeting of the Company; hence members are requested to re-appoint him in the forthcoming Annual General Meeting of the Company.

During the year Mr. Chetan Rathod, Director, retires by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint him in the forthcoming Annual General Meeting.

Director proposed the reappointment of Mr. Danny Hansotia as a Managing Director of the Company with effect from 1sl October, 2010.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. That 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 of the Company for that period. iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CORPORATE GOVERNANCE CODE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of M/s. HS Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

10. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by M/s. HS Associates, Company Secretaries, is annexed hereto.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai & Ahmedabad Stock Exchange, your company has paid listing fees till March, 2011.

12. AUDITORS:

M/s. A. R. Parikh & Co., Chartered Accountants, Mumbai, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

13. AUDITORS REPORT

The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure I.

16. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

17. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels, without which the all-round growth and prosperity of the Company would not have been possible. Your Directors also appreciate the support provided by the several overseas and local customers to the Companys marketing efforts and to the esteemed shareholders who have maintained confidence in the Company.



BY ORDER OF THE BOARD

DATE: 29th May, 2010 SANJAY GADODIA

PLACE: Mumbai (CHAIRMAN AND WHOLE TIME DIRECTOR)