Your Directors have pleasure in presenting the Thirty-Eight Annual Report on the business and operations of the
Company along with the Audited Financial Statements for the financial year ended March 31,2026.

1. FINANCIAL RESULTS AND OPERATIONS:

The Company's financial performance, for the financial year ended March 31,2026is summarized as below;

FINANCIAL PERFORMANCE

During the financial year under review, the Company delivered a robust financial performance, driven by a
significant increase in business operations and improved operational efficiency.

Revenue from Operations increased substantially to Rs.1,789.10 Lakhs during FY 2025-26 from Rs.77.87 Lakhs
in the previous financial year. Total Income also increased significantly to Rs.2,118.32 Lakhs, as against
Rs.297.87 Lakhs in FY 2024-25, reflecting strong growth in the Company’s business activities.

The Company reported a Profit Before Finance Costs, Depreciation and Tax (PBDT) of Rs.577.71 Lakhs,
compared with Rs.123.89 Lakhs in the previous year. After accounting for Finance Costs of Rs.5.45 Lakhs and
Depreciation and Amortisation Expense of Rs.8.04 Lakhs, the Profit Before Tax (PBT) stood at Rs.564.22 Lakhs,
as against Rs.112.19 Lakhs in the previous financial year.

During the year, the Company recognized a Deferred Tax Credit of Rs.3.46 Lakhs and a Tax Expense pertaining to
Earlier Years of Rs.1.43 Lakhs, resulting in a Profit After Tax (PAT) of Rs.566.24 Lakhs, as compared to Rs.47.73
Lakhs in FY 2024-25. The Total Comprehensive Income for the year stood at Rs.566.62 Lakhs, as against
Rs.48.11 Lakhs in the previous financial year.

The substantial improvement in the Company’s financial performance reflects the successful execution of its
business strategy, enhanced operational efficiencies, and prudent financial management. The Board of
Directors is encouraged by the Company’s performance during the year and remains committed to sustaining
this growth momentum by strengthening its core business operations, exploring new business opportunities,
maintaining financial discipline, and creating sustainable long-term value for all stakeholders.

2. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves for the financial year under review.

3. FINANCIAL STATEMENTS

The Company’s financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind AS) mandated under Section/ 133 of the Companies Act, 2013, read with Rule/ 3 of the
Companies (Indian Accounting Standards) Rules, 2015, and subsequent amendments thereto.

These statements give a true and fair view of the company’s financial position, financial performance, cash
flows, and changes in equity in compliance with Ind AS and the presentation and disclosure requirements
prescribed under Schedule III to the Companies Act.

4. SHARE CAPITAL

As on March 31,2026, the Authorised Share Capital of the Company stood at Rs. 15,00,00,000/- (Rupees
Fifteen Crores Only), divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten)
each.

As on the same date, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs.
6,23,33,240/- (Rupees Six Crores Twenty Three Lakhs Thirty Three Thousand Two Hundred Forty Only),
comprising 62,33,324 (Sixty Two Lakhs Thirty Three Thousand Three Hundred Twenty Four) equity shares
of Rs. 10/- each.

During the year under review, pursuant to the provisions of the Companies Act, 2013, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the
approvals accorded by the Board of Directors at its meeting held on July 23, 2024 and by the members of
the Company at the Annual General Meeting held on August 19, 2024, the Company allotted 19,33,324
(Nineteen Lakhs Thirty-Three Thousand Three Hundred Twenty-Four) equity shares of face value Rs. 10/-
each at an issue price of Rs. 45/- per equity share, comprising a premium of Rs. 35/- per equity share, upon
conversion of an equivalent number of convertible warrants previously issued on a preferential basis to
persons belonging to the Non-Promoter category.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs.
4,30,00,000/- divided into 43,00,000 equity shares of Rs. 10/- each to Rs. 6,23,33,240/- divided into

62.33.324 equity shares of Rs. 10/- each.

The Company has obtained the requisite listing and trading approvals from BSE Limited for the aforesaid

19.33.324 equity shares, and the said shares have been admitted for trading on BSE. The equity shares
allotted pursuant to the conversion rank paripassu in all respects with the existing equity shares of the
Company, including entitlement to dividend and other corporate benefits, and are subject to the applicable
lock-in requirements prescribed under the SEBI (ICDR) Regulations, 2018.

5. DIVIDEND

During the financial year 2025-26, the Board of Directors declared an Interim Dividend of Rs. 0.50 (Rupees
Fifty Paise only) per equity share of face value of Rs. 10/- each (i.e. 5%) on November 14, 2025. Further, the
Board of Directors declared a second Interim Dividend of Rs. 0.50 (Rupees Fifty Paise only) per equity share
of face value of Rs. 10/- each (i.e. 5%) on February 14, 2026.

The Board of Directors has further recommended a Final Dividend of Rs. 0.60 (Rupees Sixty Paise only) per
equity share of face value of Rs. 10/- each (i.e. 6%) for the financial year ended March 31,2026, subject to
the approval of the Members at the ensuing Annual General Meeting. The Final Dividend, if declared, shall
be paid in accordance with the applicable provisions of the Companies Act, 2013 and shall be subject to
deduction of tax at source in accordance with the provisions of the Income-tax Act, 1961.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORTa. Economic Overview

The Indian economy continued to demonstrate resilience during the financial year 2025-26 amidst
evolving global economic conditions. Sustained domestic demand, infrastructure development,
increasing digital adoption, policy reforms and government initiatives aimed at enhancing
manufacturing and ease of doing business contributed to stable economic growth. Consumer
spending remained robust across several sectors, including food processing, hospitality and mobility
solutions, providing opportunities for businesses to expand and diversify.

The Government’s continued focus on improving agricultural productivity, food processing, tourism
infrastructure and sustainable transportation is expected to support long-term growth across the
Company’s business verticals.

b. Industry Overview

i. Food & Beverages

India’s food processing industry continues to be one of the fastest growing sectors of the
economy. Rising disposable income, urbanisation, changing consumer preferences and
increasing demand for packaged food products have contributed to steady industry growth.
Government initiatives promoting food processing and agricultural value addition are expected
to create significant opportunities for organised players.

ii. Hospitality Industry

The hospitality sector witnessed significant recovery during the year driven by growth in
domestic tourism, religious tourism, business travel and leisure activities. Improvement in
occupancy levels and average room rates continued to strengthen the outlook for hospitality
operators across the country.

iii. Electric Vehicle Industry

India’s electric mobility sector continues to witness rapid growth supported by favourable
government policies, increasing environmental awareness, expansion of charging infrastructure
and growing consumer acceptance of electric vehicles. The rental and shared mobility
ecosystem is also evolving, creating opportunities for organised service providers.

iv. Edible Oil Industry

India remains one of the world’s largest consumers of edible oils. Growing population, increasing
food consumption and rising demand for branded edible oils continue to drive long-term growth
in the sector. The edible oil industry offers opportunities across manufacturing, refining,
packaging, distribution and trading. The Company believes that this segment complements its
existing food business and provides an additional avenue for future growth.

c. Business Overview

The Company has adopted a diversified business strategy with operations across the Food &
Beverages, Hospitality and Electric Vehicle (EV) segments. During the year under review, the
Company significantly expanded its operations across these business verticals, resulting in
substantial growth in revenue and profitability.

During FY 2025-26, the Company recorded Revenue from Operations of Rs. 1,789.10 lakh as
compared to Rs. 77.87 lakh in the previous financial year, reflecting a significant increase in business
activities across all operating segments.

The Company also generated Other Income of Rs. 329.22 lakh during the year compared to Rs. 220.00
lakh in the previous year, primarily comprising consultancy income, commission income, referral and
advisory fees and rental income.

Profit Before Tax increased to Rs. 564.73 lakh during FY 2025-26 from Rs. 112.70 lakh in the previous
year, reflecting improved operational performance and effective cost management.

The Company earned a Profit After Tax of Rs. 566.24 lakh, resulting in Basic and Diluted Earnings Per
Share (EPS) of Rs. 11.45 as against Rs.1.11 in the previous year.

d. Strategic Business Development

With a view to expanding its business portfolio and creating sustainable long-term value, the Members
of the Company approved the alteration of the Main Objects Clause of the Memorandum of
Association through a Special Resolution passed by Postal Ballot, the results of which were declared
on November 13, 2025.

Pursuant to the said approval, the Company inserted a new object enabling it to undertake the
business of manufacturing, processing, refining, extracting, blending, marketing, importing,
exporting, trading and distribution of edible oils and allied products, including the establishment and
operation of oil mills, solvent extraction plants, refineries and packaging facilities.

The addition of the Edible Oil business is a strategic initiative aimed at leveraging opportunities in the
food processing sector and diversifying the Company’s revenue streams. The management believes
that this expansion complements the Company’s existing Food & Beverages business and provides a
platform for sustainable long-term growth.

e. Segment-Wise Performance

i. Food & Beverages

The Food & Beverages segment emerged as one of the major contributors during the financial
year with revenue of Rs. 854.27 lakh, compared to Rs. 49.69 lakh during the previous year. The
significant increase reflects the Company’s successful expansion in food trading and distribution
activities.

ii. Hospitality

The Hospitality business recorded revenue of Rs. 811.05 lakh during FY 2025-26 as against Rs.
24.51 lakh in the previous year. The growth was driven by increased occupancy, expansion of
hospitality operations and improved demand across tourist destinations.

iii. Electric Vehicle Business

The Electric Vehicle rental business generated revenue of Rs. 123.78 lakh during the year as
compared to Rs. 3.67 lakh in the previous year. The Company continues to evaluate opportunities
in the electric mobility ecosystem while focusing on operational efficiency and customer
satisfaction.

iv. Edible Oil Business

During the year, the Company expanded its Main Objects Clause to include the Edible Oil
business. While commercial operations in this segment are proposed to be undertaken in a
phased manner, the amendment provides the Company with the necessary flexibility to explore
opportunities across the edible oil value chain based on market conditions and commercial
viability.

f. Financial Performance

The Company’s financial performance during the year reflects strong operational growth and
improved profitability.

Revenue from Operations increased by over twenty-two times compared to the previous year,
supported by expansion across all operating segments. Employee benefit expenses, operating costs
and other administrative expenses increased in line with the scale of operations, while the Company
maintained healthy profitability.

The Company’s financial position remained healthy during the year. The Current Ratio improved to
2.85 from 0.74, while the Debt-Equity Ratio reduced significantly to 0.04 from 0.54, indicating
improved liquidity and a stronger capital structure. Return on Equity increased to 45.62%, Net Profit
Margin stood at 31.65%, EBITDA Margin at 32.29%, and Return on Capital Employed improved to
39.14%.

During the year, the Company also strengthened its capital base through the conversion of share
warrants into equity shares, thereby improving its net worth and financial flexibility.

g. Opportunities

The Company believes that substantial opportunities exist across each of its business segments due
to:

• Growing demand for processed food and branded food products.

• Continued recovery and expansion of the hospitality sector.

• Increasing adoption of electric mobility solutions.

• Expansion into the edible oil industry through strategic diversification.

• Government initiatives supporting manufacturing, food processing and sustainable
transportation.

The diversified nature of the Company’s business is expected to reduce concentration risk and
enhance long-term value creation.

h. Risks And Concerns

The Company’s operations are exposed to various risks including changes in economic conditions,
inflation, commodity price fluctuations, competition, regulatory changes, supply chain disruptions
and changing consumer preferences.

The edible oil business is also exposed to volatility in agricultural commodity prices and international
market conditions. The management intends to undertake appropriate commercial evaluation and
risk assessment before making significant investments in this segment.

The Company continues to strengthen its enterprise risk management framework to identify, monitor
and mitigate business risks.

i. Internal Control Systems And Their Adequacy

The Company has established adequate internal financial controls commensurate with the size and
nature of its business operations. The internal control framework is designed to ensure safeguarding
of assets, accuracy of financial reporting, compliance with applicable laws and efficient conduct of
business.

The Internal Auditors periodically review the effectiveness of the internal control systems and report
their observations to the Audit Committee. The Audit Committee reviews the adequacy of internal
controls and monitors implementation of corrective measures wherever required.

j. Human Resources

The Company considers its employees as one of its most valuable assets. During the year, expansion
of business operations resulted in strengthening of the organisational structure and human resource
base. The Company continues to focus on employee development, performance management,
ethical business practices and maintaining cordial industrial relations.

k. OUTLOOK

The management remains optimistic regarding the Company’s future growth prospects. The
substantial increase in operational revenues during FY 2025-26 demonstrates the successful
execution of the Company’s diversification strategy.

Going forward, the Company intends to consolidate its presence in the Food & Beverages, Hospitality
and Electric Vehicle businesses while progressively evaluating opportunities in the Edible Oil
segment. The management will continue to focus on sustainable growth, prudent financial
management, operational excellence and value creation for all stakeholders.

l. Cautionary Statement

Statements contained in this Management Discussion and Analysis Report describing the Company’s
objectives, estimates, expectations or projections may constitute forward-looking statements within
the meaning of applicable laws and regulations. Actual results may differ materially from those
expressed or implied due to various factors including changes in economic conditions, government
policies, market dynamics, competition, regulatory developments and other factors beyond the
Company’s control. The Company undertakes no obligation to publicly update or revise any forward¬
looking statements except as required under applicable law.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY

The Company has an adequate system of internal controls to safeguard and protect itself from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and
reported to the management. The Company is following all the applicable accounting standards for
properly maintaining the books of accounts and reporting financial statements. The management of the
Company checks and verifies the internal control and monitors them in accordance with policies adopted
by the Company. The Company continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.

8. CHANGE IN NATURE OF BUSINESS

During the year under review, the Company expanded the scope of its business operations by amending
Clause III (A) - Main Objects of its Memorandum of Association (“MoA”) to enable it to undertake business
activities in the Edible Oil segment.

Pursuant to the provisions of Sections 4 and 13 of the Companies Act, 2013 read with the Companies
(Incorporation) Rules, 2014 and other applicable provisions, the Members of the Company approved, by
way of a Special Resolution through Postal Ballot, the insertion of a new Object Clause No. 8 under Clause III
(A) - Main Objects of the Memorandum of Association. The results of the Postal Ballot were declared on
November 13, 2025.

The newly inserted object empowers the Company to carry on the business of manufacturing, processing,
refining, extracting, crushing, blending, hydrogenating, bottling, packing, repacking, marketing, trading,
importing, exporting and otherwise dealing in edible oils, vegetable oils, vanaspati, margarine, ghee and
allied products, together with oilseeds, by-products, derivatives and related agricultural produce.

The amendment to the Memorandum of Association was undertaken with a view to diversify the Company’s
business portfolio, expand its operational capabilities and explore new growth opportunities in the edible oil
sector. All necessary statutory filings in connection with the aforesaid alteration of the Memorandum of
Association were completed with the Registrar of Companies.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the Company,
which have occurred between the end of the financial year of the Company and the date of this Report.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture company. During the financial year under report, no
company has become / ceased to be subsidiary or Joint Venture Company.

11. CORPORATE GOVERNANCE

In accordance with Regulation/ 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (LODR), the Company is not required to submit a separate Corporate Governance Report under
Regulation/ 27 (2) for the financial year 2025-26.

Under Regulation/ 15 (2) (a), listed entities are exempt from general Corporate Governance provisions
(Regulations/ 17-27, certain sub-clauses of Regulation/ 46, and parts of Schedule/ V) only if both:

• Paid-up equity share capital d” Rs. 10 crore, and

• Net worth < Rs. 25 crore, as on the last day of the previous financial year.

Given that our share capital and/or net worth thresholds are not met under these dual limits, the regulatory
exemption applies, and therefore, no separate Corporate Governance Report has been included in the
Annual Report.

The Company reaffirms its commitment to comply with all applicable Corporate Governance norms as laid
down under applicable SEBI and statutory regulations if and when it crosses the prescribed thresholds in
future periods. (Refer Annexure/ A)

12. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is
placed on the website of the Company as part of Company’s Annual Report 2025-26 at the following web
link http://www.spiceislandsapparelslimited.in/ MGT-7_2025-26.pdf.

13. 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 under review, no significant or material orders were passed by any Regulators, Courts, or
Tribunals which could impact the going concern status of the Company or its future operations.

14. BOARD OF DIRECTORS

Your Company’s Board is duly constituted and is in compliance with the requirements of the Act, the Listing
Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted
with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your
Company.

Note -

i. Mr. Kalpesh Thakorbhai Mistry Dalvi resigned from the office of Director of the Company with effect from
August 14, 2025

ii. Mr. Dipesh Dalvi was appointed as an Additional Director in the capacity of Non-Executive Independent
Director with effect from October 11,2025, pursuant to the provisions of the Companies Act, 2013. His
appointment was subsequently approved and regularized by the Members through a Postal Ballot on
November 12, 2025. Subsequently, Mr. Dipesh Dalvi tendered his resignation from the office of Director with
effect from March 16, 2026.

iii. @Mrs. NituVishwakarma was appointed as an Additional Director in the capacity of Non-Executive
Independent Director with effect from May 20, 2026, pursuant to the provisions of the Companies Act, 2013.

iv. $Dr. HuzaifaHabilKhorakiwala was appointed as an Additional Director in the capacity of Non-Executive
Director and Chairman with effect from June 10, 2026, pursuant to the provisions of the Companies Act,
2013.

v. #Mr. Nikhil Saran Mathur was appointed as an Additional Director in the capacity of Non-Executive Director
with effect from June 10, 2026, pursuant to the provisions of the Companies Act, 2013.

iv. None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI
order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience
and knowledge, as required.

Retirement by Rotation - Independent directors hold office for a fixed term not exceeding five years from the
date of their appointment and are not liable to retire by rotation. The Act mandates that at least two-thirds of
the total number of directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Mr. Chirag Chandulal Rajapopat (DIN 10585562)directors, being the longest in the office
among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have
offered themselves for re-appointment.

Brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in
the Explanatory.

I. KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under report, the following persons were the Key Managerial Personnel of the
Company.

ii. NUMBER OF MEETINGS AND ATTENDANCE:

In compliance with Section 134(3)(b) of the Companies Act, 2013 and Secretarial Standard-1 (SS-1), the
Company convened six Board meetings during the financial year 2025-26. Detailed notices, agendas and
supporting papers were circulated well in advance, enabling Directors to plan their schedules and
participate meaningfully:

Dates of meetings: May 28, 2025, August 14, 2025, October 11,2025, November 14, 2025, December 01,
2025 and February 14, 2026.

Notes:

“Meetings Eligible” represents the number of Board Meetings held during the period for which the Director
held office during the financial year.

t Ms. NituVishwakarma was appointed as an Additional Director (Non-Executive Independent Director) with
effect from May 20, 2026, i.e., after the close of the financial year ended March 31,2026. Accordingly, she
was not eligible to attend any Board Meeting held during the financial year.

t Dr. HuzaifaHabilKhorakiwala and Mr. Nikhil Saran Mathur were appointed as Additional Directors (Non¬
Executive Directors) with effect from June 10, 2026, i.e., after the close of the financial year ended March 31,
2026. Accordingly, they were not eligible to attend any Board Meeting held during the financial year.

The attendance of the Directors who held office during the financial year has been duly recorded in the
minutes of the respective Board Meetings, which were confirmed at the subsequent Board Meetings, in
compliance with the requirements of Secretarial Standard-1 on Meetings of the Board of Directors (SS-1).

15. COMPOSITION OF COMMITTEES AND ATTENDANCE:A. AUDIT COMMITTEE:

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, Mr. Kalpesh Thakorbhai Mistry resigned from the office of
Director and consequently ceased to be the Chairman and Member of the Audit Committee with effect
from August 14, 2025. Subsequently, Mr. Dipesh Dalvi was appointed as an Additional Director (Non¬
Executive Independent Director) and inducted as a Member of the Audit Committee with effect from
October 11,2025. Accordingly, the Audit Committee was reconstituted with effect from October 11,
2025, and comprised the following members:

The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI Listing
Regulations. The Committee, inter alia, oversees the financial reporting process, reviews the quarterly,
half-yearly and annual financial statements and results, evaluates the adequacy and effectiveness of
the internal financial controls and internal audit function, recommends the appointment, remuneration
and terms of appointment of the Statutory Auditors and Internal Auditors, reviews audit observations
and management responses thereto, examines related party transactions, scrutinizes inter-corporate
loans and investments, and performs such other functions as are prescribed under the applicable laws
and the Charter of the Committee.

During the financial year 2025-26, five (5) meetings of the Audit Committee were held on May 28, 2025,
August 14, 2025, October 11,2025, November 14, 2025 and February 14, 2026. The gap between any
two consecutive meetings did not exceed one hundred and twenty days. The attendance of the
members at the meetings is given below:

Note -

i. &Mr. Kalpesh Thakorbhai Mistry ceased to be the Chairman and Member of the Audit Committee upon his
resignation as Director of the Company with effect from August 14, 2025.

ii. @Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive Independent Director) with
effect from October 11,2025, and was inducted as a Member of the Audit Committee on the same date. His
appointment was subsequently regularized by the Members through Postal Ballot on November 12, 2025.
He resigned from the office of Director with effect from March 16, 2026, and consequently ceased to be the
Chairman and Member of the Audit Committee.

Reconstitution after the close of the Financial Year

Upon the resignation of Mr. Dipesh Dalvi from the office of Director with effect from March 16, 2026, he
consequently ceased to be the Chairman and Member of the Audit Committee. Thereafter, subsequent to
the close of the financial year, the Board, at its meeting held on May 20, 2026, appointed Mrs.
NituVishwakarma as an Additional Director (Non-Executive Independent Director) and reconstituted the
Audit Committee with effect from the same date. Accordingly, the composition of the Audit Committee with
effect from May 20, 2026 is as follows:

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (“NRC”) of the Board is constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013 read with the applicable rules made thereunder and
Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the financial year under review, Mr. Kalpesh Thakorbhai Mistry resigned from the office of Director
and consequently ceased to be a Member of the Nomination and Remuneration Committee with effect from
August 14, 2025. Subsequently, Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive
Independent Director) and inducted as a Member of the Committee with effect from October 11,2025.
Accordingly, the Nomination and Remuneration Committee was reconstituted with effect from October 11,
2025, and comprised the following members:

Sr. No. Name of Members Designation Position

1 Mr. Shivanand Rama Hemmady Independent Director Chairman

2 Ms. Shikha Bhura Independent Director Member

3 Mr. Dipesh Dalvi Independent Director Member

The Committee identifies persons who are qualified to become Directors and who may be appointed in
senior management, recommends their appointment and remuneration, formulates the criteria for
determining qualifications, positive attributes and independence of Directors, carries out evaluation of the
performance of the Board, its Committees and individual Directors, and discharges such other
responsibilities as prescribed under Section 178 of the Companies Act, 2013, Regulation 19 read with Part D
of Schedule II of the SEBI Listing Regulations and the Nomination and Remuneration Policy of the
Company.

During the financial year 2025-26, four (4) meetings of the Nomination and Remuneration Committee were
held on May 28, 2025, August 14, 2025, October 11,2025 and February 14, 2026. The attendance of the
members at the meetings was as follows:

Note -

i. *Mr. Kalpesh Thakorbhai Mistry ceased to be a Member of the Nomination and Remuneration Committee
upon his resignation as Director of the Company with effect from August 14, 2025.

ii. &Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive Independent Director) with effect
from October 11,2025, and was inducted as a Member of the Nomination and Remuneration Committee on
the same date. His appointment was subsequently regularized by the Members through Postal Ballot on
November 12, 2025. He resigned from the office of Director with effect from March 16, 2026, and
consequently ceased to be a Member of the Nomination and Remuneration Committee.

Reconstitution after the close of the Financial Year

Upon the resignation of Mr. Dipesh Dalvi from the office of Director with effect from March 16, 2026, he
consequently ceased to be the Chairman and Member of the Nomination and Remuneration Committee.
Thereafter, subsequent to the close of the financial year, the Board, at its meeting held on May 20, 2026,
appointed Mrs. Nitu Vishwakarma as an Additional Director (Non-Executive Independent Director) and
reconstituted the Nomination and Remuneration Committee with effect from the same date. Accordingly,
the composition of the Nomination and Remuneration Committee with effect from May 20, 2026 is as
follows:

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee (“SRC”) of the Board is constituted in accordance with the
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, Mr. Kalpesh Thakorbhai Mistry resigned from the office of Director
and consequently ceased to be a Member of the Stakeholders’ Relationship Committee with effect from
August 14, 2025. Subsequently, Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive
Independent Director) and inducted as a Member and Chairman of the Stakeholders’ Relationship
Committee with effect from October 11,2025. Accordingly, the Committee was reconstituted with effect
from October 11,2025, and comprised the following members:

The Committee oversees and reviews matters relating to the redressal of security holders’ and investors’
grievances, including complaints relating to transfer and transmission of securities, issue of duplicate share
certificates, dematerialisation and rematerialisation of shares, non-receipt of dividends, annual reports and
other investor-related matters. The Committee also performs such other functions as are prescribed under
Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the SEBI Listing
Regulations.

During the financial year 2025-26, two (2) meetings of the Stakeholders’ Relationship Committee were held
on May 28, 2025 and February 14, 2026. The attendance of the members at the meetings was as follows:

Note -

i. Mr. Kalpesh Thakorbhai Mistry ceased to be a Member of the Stakeholders’ Relationship Committee upon
his resignation as Director of the Company with effect from August 14, 2025.

ii. Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive Independent Director) with effect
from October 11,2025 and was inducted as the Chairman and Member of the Stakeholders’ Relationship
Committee on the same date. His appointment was subsequently regularized by the Members through
Postal Ballot on November 12, 2025. He resigned from the office of Director with effect from March 16, 2026
and consequently ceased to be the Chairman and Member of the Stakeholders’ Relationship Committee.

Reconstitution after the close of the Financial Year

Upon the resignation of Mr. Dipesh Dalvi from the office of Director with effect from March 16, 2026, he
consequently ceased to be the Chairman and Member of the Stakeholders’ Relationship Committee.
Thereafter, subsequent to the close of the financial year, the Board, at its meeting held on May 20, 2026,

appointed Mrs. NituVishwakarma as an Additional Director (Non-Executive Independent Director) and
reconstituted the Stakeholders’ Relationship Committee with effect from the same date. Accordingly, the
composition of the Stakeholders’ Relationship Committee with effect from May 20, 2026 is as follows:

D. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held on February 14, 2026, without the presence of the Non¬
Independent Directors and members of the management.

The Independent Directors of the Company as on the date of the meeting were as follows:

The attendance of the Independent Directors at the meeting was as follows:

Notes:

i. Mr. Kalpesh Thakorbhai Mistry resigned from the office of Director of the Company with effect from August
14, 2025 and consequently ceased to be an Independent Director of the Company.

ii. Mr. Dipesh Dalvi was appointed as an Additional Director (Non-Executive Independent Director) with effect
from October 11,2025. His appointment was subsequently regularized by the Members through Postal
Ballot on November 12, 2025. He resigned from the office of Director with effect from March 16, 2026 and
consequently ceased to be an Independent Director of the Company.

During the meeting, the Independent Directors, inter alia, reviewed and evaluated:

• the performance of the Non-Independent Directors and the Board as a whole;

• the performance of the Chairperson of the Company, taking into account the views of the Executive
Directors and Non-Executive Directors;

• the performance of the Committees of the Board; and

• the quality, quantity and timeliness of the flow of information between the management and the Board
that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the performance of the Board and its
Committees and acknowledged that the flow of information from the management to the Board was
adequate, timely and comprehensive for the effective discharge of the Board’s responsibilities.

Reconstitution after the close of the Financial Year

Subsequent to the resignation of Mr. Dipesh Dalvi with effect from March 16, 2026, and after the close of the
financial year, the Board, at its meeting held on May 20, 2026, appointed Mrs. NituVishwakarma as an
Additional Director (Non-Executive Independent Director). Accordingly, the composition of the
Independent Directors of the Company with effect from May 20, 2026 is as follows:

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all Independent Directors confirming that they
meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Further, all Independent Directors have registered their names in the Independent Directors’ Data Bank
maintained with the Indian Institute of Corporate Affairs (IICA) and have confirmed compliance with the
Code of Conduct for Independent Directors under Schedule IV of the Act, as well as the Code of Business
Conduct and Ethics adopted by the Company..

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION
POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with applicable rules and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has, on the recommendation of the Nomination and Remuneration Committee, adopted a Nomination and
Remuneration Policy.

The Policy lays down the framework for selection, appointment, and evaluation of Directors and Senior
Management, as well as criteria for determining their qualifications, attributes, independence, and
remuneration. It aims to ensure that the Company attracts and retains competent leadership aligned with its
long-term strategic objectives.

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adopted a comprehensive Remuneration
Policy covering Directors, Key Managerial Personnel (“KMP”) and other employees, together with a Board
Diversity Policy that seeks to ensure an optimum mix of skills, experience, gender and background on the
Board.

Both policies are available on the Company’s website: http://www.spiceislandsapparelslimited.in
/on_Board_Diversity.PDF.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013,
the Company has formulated a Familiarization Programme for its Independent Directors. The programme
provides an overview of the Company’s operations, products, organizational structure, Board procedures
and statutory responsibilities. The policy is hosted on the Company’s website:
http://www.spiceislandsapparelslimited.in/Director.PDF.

All newly inducted Independent Directors are given detailed presentations and site visits, and continuous
updates are provided at Board/Committee meetings.

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with Section 134(3)(p) of the Companies Act, 2013, Regulation 17 of the Listing Regulations
and Part D of Schedule II thereto, the Board carried out the annual performance evaluation of:

• the Board as a whole;

• its Committees (Audit, Nomination & Remuneration, Stakeholders’ Relationship, Independent
Directors); and

• individual Directors.

The evaluation, facilitated by a structured questionnaire and peer feedback, covered parameters such as
Board composition, meeting cadence, strategic guidance, risk oversight, quality of information flow and
fulfilment of fiduciary duties. The results, reviewed by the Nomination & Remuneration Committee and
placed before the Board, were found to be satisfactory and reflective of effective governance practices.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (“the Act”) and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, every company meeting the prescribed thresholds of
net worth, turnover or net profit is required to constitute a Corporate Social Responsibility (CSR) Committee
and spend at least 2% of the average net profits of the immediately preceding three financial years towards
CSR activities.

During the year under review, the Company has earned a net profit of Rs. 566.62 lakhs. Accordingly, the
provisions of Section 135 of the Act relating to CSR shall become applicable to the Company from the
financial year 2026-27, based on the financial results of FY 2025-26.

The Company will constitute a CSR Committee of the Board and frame a CSR Policy in due compliance with
the Act and the applicable Rules. The details of the CSR Policy and activities undertaken shall be disclosed
in the Board’s Report of subsequent years.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a) Applicable Accounting Standards have been followed in the preparation of the annual accounts and
any material departures have been adequately explained;

b) Accounting policies have been selected and applied consistently and reasonable, prudent estimates
and judgments have been made so as to present a true and fair view of the state of affairs of the
Company and of its profit for the year;

c) Adequate accounting records have been maintained in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) The annual accounts have been prepared on a going-concern basis; and

e) Internal financial controls have been laid down and such controls are adequate and operating
effectively.

23. AUDITORS

a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014,Giriraj Bang & Co, Chartered Accountants (Membership Number: 133898W), was
appointed as Statutory Auditors of the Company by the Shareholders at their Annual General Meeting
held on August 19, 2024, to hold office for a period of five years, from the conclusion of the 36th Annual
General Meeting till the conclusion of the 41st Annual General Meeting of the Company to be held in
the year2029.

Pursuant to MCA Notification No S.O./ 1833 (E) dated May/ 7,/ 2018, the requirement for members to
ratify the Statutory Auditors’ appointment at each AGM has been removed. Consequently, this matter
is not included in the Notice for the 38th AGM.

The Statutory Auditors of the Company have submitted the Auditor’s Report on the Financial
Statements of the Company for the Financial Year ended March 31,2026. The Auditor’s Report is self¬
explanatory and requires no comments. Further, there were no adverse remarks or qualification in the
Report that calls for Board’s explanation. During the year under review, there were no frauds reported
by Auditors under Section 143(12) of Companies Act, 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Members of the Company, at the 37th Annual
General Meeting held on September 24, 2025, approved the appointment of M/s. AlokKhairwar&
Associates, Practising Company Secretaries (FCS No. 10031), as the Secretarial Auditors of the
Company for a consecutive term of five (5) years commencing from the financial year 2025-26 and
ending with the financial year 2029-30.

Accordingly, M/s. AlokKhairwar& Associates conducted the Secretarial Audit of the Company for the
financial year ended March 31,2026. The Secretarial Audit Report in Form MR-3 is annexed to this
Report as Annexure B and forms an integral part hereof.

The Secretarial Auditors have confirmed that they satisfy the eligibility criteria prescribed under the
Companies Act, 2013 and the Rules made thereunder and are not disqualified from continuing as the
Secretarial Auditors of the Company.

The Secretarial Audit Report contains the following observation:

Observation:

The Company has not filed Form IEPF-4 (Statement of Shares Transferred to the Investor Education and
Protection Fund) within the prescribed time pursuant to Rule 6(5) of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Board’s Response and Corrective Action:

The Board has taken note of the observation made by the Secretarial Auditors. The delay pertains only to the
filing of Form IEPF-4 with the Registrar of Companies. The Company has initiated the necessary steps to
complete the pending filing and is in the process of compiling and verifying the requisite details relating to
the transfer of shares in respect of which dividends have remained unpaid or unclaimed for seven
consecutive years or more.

The Board has directed the management to complete the filing of Form IEPF-4 at the earliest and has further
strengthened its internal compliance and monitoring mechanism to ensure timely filing of all statutory forms
and returns under the Companies Act, 2013 and the applicable Rules in the future.

The Board further confirms that the observation regarding updation of the Company’s website under
Regulation 46 of the SEBI Listing Regulations has since been duly addressed, and the Company’s website
has been updated with the applicable disclosures in compliance with the requirements of the SEBI Listing
Regulations.

The Board remains committed to ensuring full compliance with all applicable statutory and regulatory
requirements and will continue to strengthen its governance and compliance framework.

c) Internal Auditors

The Board of Directors had re-appointed P. D. Chopda& Co., Chartered Accountants, as the Internal
Auditors of the Company for the financial year 2025-26, and based on their performance and
expertise, the Board has re-appointed them for the financial year 2026-27.

The Internal Auditors submit their reports to the Whole-time Director / CFO and the Audit Committee,
which reviews the findings and recommends corrective actions, thereby ensuring the adequacy and
effectiveness of the internal control systems and processes.

4. PERSONNEL AND RELATED DISCLOSURES

The Board places on record its sincere appreciation for the dedication, commitment and hard work
displayed by employees at every level of the organisation during the year under review. The continued
success of the Company is a direct result of their efforts.

In accordance with Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed disclosures relating
to remuneration and other particulars of employees form part of this Report and are set out in Annexure C to
the Annual Report.

Pursuant to Rule 5(2) of the aforesaid Rules, no employee of the Company received remuneration in excess
of the limits specified therein during the financial year 2025-26.

Recognising that sustainable growth depends on attracting and retaining talent, the Company continued to
strengthen its people practices in FY 2025-26. Key initiatives included:

• Targeted recruitment to fill critical skill gaps and support expansion plans;

• Enhanced learning and development programmes focused on leadership, digital competency and
functional excellence; and

• Employee-engagement initiatives aimed at fostering an inclusive, performance-driven culture.

The Board is confident that these initiatives will further reinforce the Company’s human-capital
capabilities and contribute to its long-term growth trajectory.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has established a robust Whistle-Blower Policy
(Vigil Mechanism) for Directors and employees. The mechanism enables any stakeholder to report, in good
faith, genuine concerns about unethical behaviour, actual or suspected fraud, or any violation of the
Company’s code of conduct.

A Vigil Mechanism Committee, chaired by the Chairman of the Audit Committee, oversees the effective
implementation of the policy. Whistle-blowers have direct access to the Legal Head of the Company as well
as to the Chairman of the Audit Committee, ensuring that all grievances are addressed impartially and
promptly. No individual has been denied access to the Vigil Mechanism or the Audit Committee Chairman.

The Whistle-Blower Policy is available on the Company’s website at:
http://www.spiceislandsapparelslimited.in/.

26. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandates submission of a Business Responsibility & Sustainability Report (“BRSR”) only for the top 1,000
listed entities by market capitalization. As the Company does not fall within this threshold for the financial
year 2025-26, preparation and submission of a BRSR is not presently applicable.

The Board affirms that, should the provisions become applicable in future, the Company will ensure full
compliance within the prescribed timelines.

27. RISK MANAGEMENT

Risk Management is an integral component of the Company’s strategic planning and operational
execution. The objective is to identify, assess and mitigate events that could adversely affect the
achievement of business goals.

• Framework & Oversight - The Board, supported by Senior Management, monitors the risk-
management framework, which encompasses clearly defined processes for risk identification,
measurement, mitigation and reporting.

• Key Focus Areas - Operational efficiency, market volatility, supply-chain resilience, regulatory
compliance, cyber security and liquidity management remain core areas of risk evaluation.

• Mitigation Measures - Action plans include robust internal controls, periodic audits, insurance
coverage, diversified sourcing, proactive legal and regulatory monitoring and an enhanced IT-security
architecture.

The Board reviews the risk landscape at regular intervals and is satisfied that no risk has been identified
which threatens the Company’s going-concern status or its long-term sustainability.

28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company for the financial year
2025-26, as the business activities of the Company are not covered under the prescribed class of
companies.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts, arrangements and transactions entered into by the Company with related parties during the
financial year under review were in the ordinary course of business and on an arm’s length basis and were in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Audit Committee reviews the Related Party Transactions on a periodic basis.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on
the Company’s website at http://www.spiceislandsapparelslimited.in.

Details of all transactions with related parties are disclosed in the accompanying Standalone Financial
Statements. Members may refer to Note No. 36, which provides the related party disclosures in accordance
with Ind AS 24.

All Related Party Transactions entered into by the Company during the year were in the ordinary course of
business and on an arm’s length basis, the disclosure of particulars of contracts or arrangements with
related parties in Form AOC2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, are set out in Form AOC-2, which is annexed to this
Report as Annexure D.

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing and maintaining a safe, secure and inclusive work environment
that is free from sexual harassment and discrimination. In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and
the rules framed thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at the Workplace.

The Policy is applicable to all employees of the Company, including permanent, temporary and contractual
employees, trainees, interns and other persons covered under the provisions of the POSH Act.

The Company has constituted an Internal Committee (“IC”) in compliance with Section 4 of the POSH Act to
receive, investigate and redress complaints of sexual harassment in a fair, impartial, confidential and time-
bound manner.

The status of complaints received during the financial year 2025-26 is as under:

• Number of complaints received: Nil

• Number of complaints disposed: Nil

Number of complaints pending as on March 31,2026: Nil

The Board affirms that the Company has complied with the applicable provisions of the POSH Act and the
rules framed thereunder and continues to promote awareness and sensitisation among employees to
ensure a workplace that upholds dignity, equality and mutual respect.

31. HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company acknowledges that its employees are its most valuable asset and key drivers of sustainable
growth. It remains committed to nurturing talent, fostering a performance-oriented culture, and creating a
conducive work environment that encourages continuous learning and professional development.

During the year under review, the Company maintained harmonious industrial relations across all locations.
The dedication and commitment of the workforce continue to be the cornerstone of the Company’s long¬
term competitiveness and operational excellence.

32. LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013

During the financial year under review, the Company has not given any loans, guarantees, or made
investments which are in contravention of the provisions of Section 186 of the Companies Act, 2013.

The details of loans, guarantees, and investments, to the extent applicable, are provided in the notes to the
standalone financial statements forming part of this Annual Report.

33. EMPLOYEE STOCK OPTION

The Company has not issued any Employee Stock Option Scheme (ESOP) during the financial year
2025-26.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, the relevant information relating to conservation of energy, technology
absorption, and foreign exchange earnings and outgo is provided in Annexure E, forming part of this
Report.

35. CODE OF CONDUCT

Pursuant to Section 149 of the Companies Act, 2013, Schedule IV thereto and Regulation 26 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a
comprehensive Code of Conduct applicable to all Directors, Senior Management personnel and, to the
extent relevant, other employees. The Code articulates the Company’s core values—Customer Value,
Integrity, One-Team and Excellence and provides guidance for ethical business practices and legal
compliance.

The Code is available on the Company’s website at http://www.spiceislandsapparelslimited.in/.

Annual affirmations of compliance have been received from all Board and Senior Management members
and a certificate to this effect, signed by the Managing Director, forms part of this Report.

36. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In line with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the Company has in
place a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (“Insider Trading Code”). The
Code prohibits trading in the Company’s securities by designated persons and their immediate relatives
while in possession of unpublished price-sensitive information and during specified “Trading-Window”
closure periods. It also mandates pre-clearance of trades above prescribed thresholds. Periodic training
and awareness sessions are conducted to ensure robust compliance.

37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, the Company did not file any application, nor were any proceedings pending,
under the Insolvency and Bankruptcy Code, 2016.

38. DETAILS OF DIFFERENCE BETWEEN VALUATIONAMOUNT ON ONE TIME SETTELMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

There was no one-time settlement of loans with banks or financial institutions during the financial year 2025¬
26; accordingly, the question of any variation between the loan valuation and settlement valuation does not
arise.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard 1 (Meetings of the Board of
Directors) and Secretarial Standard 2 (General Meetings) issued by the Institute of Company Secretaries of
India.

40. GREEN INITIATIVE

In support of the Government’s Green Initiative in Corporate Governance and pursuant to:

• MCA General Circular 20/2020 (05 May 2020),

• MCA Circular 11/2022 (28 December 2022), and

• SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 (13 May 2022),

the Company is exempt from printing and dispatching physical copies of its Annual Report.

Accordingly, an electronic copy of the Annual Report for FY 2025-26, together with the Notice of the ensuing
AGM, is being e-mailed to:

• all shareholders whose e-mail IDs are registered with their Depository Participant(s) (for shares held in
demat form); and

• shareholders who have registered their e-mail IDs with the Company’s Registrar & Share Transfer
Agent, Cameo Corporate Services Ltd. (for shares held in physical form).

This digital-first approach furthers our commitment to environmental stewardship and enables faster, more
efficient communication with our shareholders.

41. STATEMENT OF DEVIATION OR VARIATION UNDER REGULATION 32 OF SEBI (LODR)
REGULATIONS, 2015

During the financial year under review, the Company did not raise any funds by way of a public issue, rights
issue, qualified institutions placement or any fresh preferential issue that would require disclosure under
Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had, however, previously raised funds through the issuance of convertible warrants on a
preferential basis. During the year under review, a portion of such warrants was converted into equity
shares. The proceeds received from the said preferential issue have been utilised in accordance with the
objects stated in the Notice convening the General Meeting for approval of the preferential issue, and there
has been no deviation or variation in the utilisation of such proceeds.

In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Statement of Deviation or Variation is placed before the Audit Committee on a
quarterly basis. The Board confirms that there has been no deviation or variation in the utilisation of the
proceeds raised through the aforesaid preferential issue during the financial year under review.

42. GENDER-WISE COMPOSITION OF EMPLOYEES:

The Company believes in promoting diversity, equity and inclusion and providing equal opportunities to all
employees. The gender-wise composition of employees as on March 31,2026, is as follows:

The Company continues to foster an inclusive workplace environment based on equal opportunity and
merit.

43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the
amendments made thereunder and the rules framed thereto. The Company is committed to providing a
safe, inclusive and supportive workplace and ensuring that eligible employees are provided maternity
benefits in accordance with the applicable statutory requirements.

44. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors expresses its deep appreciation and gratitude to all the stakeholders of the
Company, including the shareholders, regulatory bodies, government authorities, bankers, financial
institutions, and business associates, for their continued support, trust, and guidance.

The Board also places on record its sincere appreciation to all the employees of the Company for their
dedication, commitment, and valuable contribution at all levels, which has enabled the Company to pursue
its growth and business objectives effectively.

For Spice Islands Industries Limited

Sd/- Sd/-

Faraaz Irfan Chapra Shikha Sethia Bhura

Director Director

DIN: 07854286 DIN: 07799537

Place : Mumbai
Date : May 29, 2026