SPA Capital Services Limited appointed Hitesh Karwa as its Internal Auditor for the financial year FY27, effective September 25, 2026. The Board of Directors approved this appointment during a meeting held on the same day.

Karwa is a Chartered Accountant with nine years of post-qualification experience. His background includes audit and financial reporting roles across manufacturing and service-sector organizations, with specific exposure to internal audit, internal financial controls, process review, and statutory audit. The appointment was made upon the recommendation of the Audit Committee.

In a separate resolution approved at the same meeting, the Board designated Seema Sharma as Company Secretary and Compliance Officer, serving as Key Managerial Personnel (KMP). Sharma is an Associate Member of the Institute of Company Secretaries of India (ICSI) with membership number A57977. She holds a Master's degree in Commerce and brings seven years of professional experience in Corporate Law and Securities Laws. Her expertise covers corporate compliance, secretarial matters, regulatory filings, and corporate governance, ensuring adherence to the Companies Act and SEBI regulations. This appointment followed the recommendation of the Nomination and Remuneration Committee.

Board Meeting Details

The Board meeting commenced at 11:30 am and concluded at 12:30 pm on September 25, 2026. The appointments were made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and other applicable provisions. The intimation was signed by Sandeep Parwal, Chairman cum Managing Director.

The term of Sharma's appointment aligns with the company's employment policy, while Karwa's tenure is specified for carrying out the internal audit for FY27. Both appointments comply with Section 138 of the Companies Act, 2013, and related rules.

SPA Capital Services has scheduled its 42nd Annual General Meeting for September 30, 2026, at 11:00 am at its registered office in Janakpuri, New Delhi. The board approved the AGM notice on September 4, 2026.

The meeting will address ordinary business including adoption of audited financial statements for FY26. Mrs. Honey Parwal retires by rotation and offers herself for re-appointment as a Non-Executive Director. The company's FY26 financial results show revenue from operations of Rs. 3,86,160 thousand and profit after tax of Rs. 8,341 thousand, up from Rs. 4,945 thousand in FY25.

Financial performance

The following table summarises the company's key financial results for FY26 compared with FY25 (Rs. in Thousands):

The company reported total revenue of Rs. 3,86,210 thousand and EBITDA of Rs. 17,204 thousand for FY26. An amount of Rs. 10,355 thousand has been transferred to the Reserve Fund as required under Section 45-IC of the RBI Act, 1934. No dividend has been recommended for FY26.

Special business resolutions

Shareholders will vote on the following special resolutions at the AGM:

• Related party transactions: Approval is sought for transactions with related parties up to a maximum aggregate value of ₹50 crore each financial year with each related party, at arm's length and in the ordinary course of business.
• Independent director appointment: Ms. Sonia Batra (DIN: 11927055), a Chartered Accountant with 24 years of experience in financial strategy, corporate finance and governance, is proposed as Non-Executive Independent Director for five consecutive years commencing September 30, 2026 to September 29, 2031.
• Regularisation: Mr. Ritesh Tanwar (DIN: 11379708), appointed as Additional Director (Non-Executive Independent) with effect from November 14, 2025, requires regularisation for an initial term of five years from November 14, 2025 to November 13, 2030.

Director profile: Mrs. Honey Parwal

Meeting logistics and e-voting

The register of members and share transfer books will remain closed from September 23, 2026 to September 30, 2026 (both days inclusive). Remote e-voting opens on September 27, 2026 at 9:00 am and closes on September 29, 2026 at 5:00 pm. The e-voting cut-off date is September 23, 2026. M/s. Mohan Upreti and Co. (FCS 4179, COP No. 26571) has been appointed as scrutinizer for the e-voting process. Voting results will be declared within two working days of the conclusion of the AGM.

Auditor observations

Statutory auditors M/s Dhana & Associates (ICAI FRN: 510525C) issued a qualified opinion on the standalone financial statements. The qualifications relate to: (1) non-provision of interest of Rs. 7,706 thousand on certain loans taken, which would have reduced profit by the same amount; and (2) non-provision of Rs. 31,420 thousand against loss assets on loans given, contrary to RBI NBFC guidelines, resulting in an overstatement of profit and loan assets by the same amount. Management has stated that interest on loans taken has not been provided due to ongoing disputes, and that principal recovery on loans given is expected.

The secretarial audit report by M/s HKB & Associates (COP No. 21001) does not contain any qualifications, reservations or adverse remarks.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE726X01014/21a7a8f8-63f7-4307-af5f-132c870d6c74.pdf