Spice Islands Industries Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the Thirty-Seventh Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31,2025.

1. FINANCIAL RESULTS AND OPERATIONS:

The Companys financial performance, for the financial year ended March 31,2025 is summarized as below;

Particulars	For the year 2024-25	For the year 2023-24
	Rs (in lacs)	Rs (in lacs)
Revenue from Operations	77.87	--
Other Income	220.00	132.97
Total Revenue	297.87	132.97
Profit before Depreciation and Finance cost	123.89	42.27
Depreciation and Amortization expense	6.20	3.97
Finance Cost	5.50	6.44
Profit before Tax	112.19	31.86
Deferred Tax Charge (Credit)	67.34	-
Tax for Earlier Years	(2.88)	-
Profit After Tax	47.73	31.86

FINANCIAL PERFORMANCE

For the fiscal year 2024-25, the Company achieved a notable turnaround, delivering a profit after tax of Rs. 47.73 lakhs, compared to Rs. 31.86/ lakhs in the prior year. This strong result illustrates a nearly five fold increase in profitability.

While revenue from operations moderated slightly increased to Rs. 77.87 / lakhs. This was more than offset by a significant boost in other income, which rose to Rs. 220.00/ lakhs from Rs. 132.97/ lakhs. Consequently, total revenue surged to Rs. 297.87 / lakhs; nearly double the previous years Rs. 132.98/ lakhs.

On the cost side, EBITDA soared to Rs. 123.89/ lakhs (up from Rs. 42.20 / lakhs), as depreciation and amortization increased modestly (Rs. 6.20 / lakhs vs. Rs. 3.97/ lakhs), and finance costs declined slightly (Rs. 5.50 / lakhs vs. Rs. 6.44/ lakhs). This translated into a healthy profit before tax of Rs. 112.19/ lakhs, markedly higher than Rs. 31.86 / lakhs in FY 2023-24.

A tax adjustment?driven by a deferred tax credit of Rs. 67.34/ lakhs, partially offset by Rs. 2.88/ lakhs for earlier years?further enhanced net results.

2. TRANSFER TO RESERVES

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

3. FINANCIAL STATEMENTS

The Companys 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 companys 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 31,2025, 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.

The Issued, Subscribed and Paid-up Share Capital of the Company as on the same date was Rs. 4,30,00,000/- (Rupees Four Crores Thirty Lakhs only), comprising 43,00,000 equity shares of face value Rs. 10/- each.

During the financial year, the Board of Directors, at its meeting held on October 30, 2024, approved the preferential allotment of 19,33,324 (Nineteen Lakhs Thirty-Three Thousand Three Hundred Twenty-Four) convertible warrants to investors falling under the Non-Promoter category, at an issue price of Rs. 45/- per warrant. Each warrant entitles the holder to apply for and be allotted one equity share of Rs. 10/- each, upon conversion.

The aforesaid preferential allotment was made pursuant to:

• the approval of the shareholders, and

• in compliance with the applicable provisions of the Companies Act, 2013,

• and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

An amount equivalent to 25% of the issue price per warrant has been received as upfront subscription money, in accordance with the applicable regulatory requirements. The balance 75% shall be payable at the time of exercise of the option to convert the warrants into equity shares, within the prescribed period.

5. DIVIDEND

The Board of Directors has carefully evaluated the Companys financial position, business needs, and future growth plans. After thorough consideration, the Board has decided not to recommend any dividend for the financial year ended March 31,2025, in order to conserve resources and support reinvestment in the business. This decision aligns with prudent capital management and long-term strategic objectives.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i. Global Economy Overview

The global economy in FY 2024-25 remained under pressure amid inflationary trends, monetary tightening, and persistent geopolitical tensions. Advanced economies witnessed modest growth, led by the United States and selective European economies, while developing nations, particularly in Asia, showed higher resilience driven by domestic consumption and industrial recovery. Supply chain stabilization and tech-enabled services contributed to economic normalization, even as global investment sentiments remained cautious.

b. Indian Economy Overview

India continued to be one of the fastest-growing major economies during FY 2024-25, with estimated GDP growth of around 6.8%. This growth was driven by infrastructure investment, strong rural and urban demand, digital adoption, and proactive policy measures by the government and RBI. Despite global headwinds, India maintained stable inflation, healthy foreign reserves, and improved credit availability. Sectors such as FMCG, real estate, EV mobility, and hospitality witnessed rising investor and consumer interest.

c. Food and Beverages Sector Overview

The Indian food and beverages (F&B) sector experienced robust growth supported by evolving consumer preferences, health consciousness, increasing disposable income, and a shift toward packaged, ready-to-eat, and functional foods. The Company, through its object clauses, is positioned to operate across a wide spectrum of F&B products including processed foods, bakery and confectionery, dairy, ready-to-cook meals, beverages (carbonated/non-carbonated), mineral water, nutritional products, and wellness drinks. The segment holds high potential due to rising demand in Tier II and Tier III cities, e-commerce penetration, and consumer shift to branded and health-focused offerings.

d. Hospitality Business

The hospitality sector in India rebounded strongly in FY 2024-25, supported by domestic travel, MICE events, wedding tourism, and gradual return of international travellers. The Companys hospitality business, as envisaged in its objects, includes development and management of hotels, resorts, service apartments, and commercial spaces including townships and food courts. The Governments continued thrust on tourism infrastructure, public-private partnerships, and digitalization is further expected to support sustained growth in this segment.

e. EV Business

Electric Vehicles (EVs) continued to gain traction during FY 2024-25, with strong policy support under the FAME II scheme, state-level incentives, and increasing EV adoption in both passenger and fleet segments. The Companys EV business object enables it to engage in leasing, renting, and operating electric vehicles of all types, along with providing allied consultancy services. With consumer preferences shifting towards sustainable mobility, and increased focus on clean energy, the EV segment presents a scalable opportunity.

f. Opportunities in the Above Three Sectors

i. Food and Beverages: Rising demand for packaged health foods, immunity-boosting products, and digital-first brands; high potential in exports.

ii. Hospitality: Rapid growth in mid-scale and budget segments, boom in experiential stays and eco-tourism, increased asset-light partnerships.

iii. EV: Expansion of charging infrastructure, growing demand for leasing of electric fleet vehicles, and increased localisation of components..

g. SWOT Analysis Strength

i. Diversified business segments with scalable growth potential

ii. Strong alignment with government initiatives (e.g., Make in India, FAME II, Startup India)

iii. Broad object clauses enabling flexible expansion

Weaknesses

i. High capital expenditure and gestation period in hospitality and EV sectors

ii. Regulatory dependencies and execution risks.

Opportunities

i. Rising demand for health-conscious food products and electric mobility

ii. Growing domestic and international tourism

iii. Shift toward asset-light and tech-enabled business models.

Threats:

i. Volatility in input costs and global commodity pricing affecting F&B margins

ii. Regulatory and environmental compliance challenges in hospitality and EV sectors

iii. Intense market competition from established brands and new-age startups

iv. Policy dependency and subsidy phase-out risks in the EV segment

v. Macroeconomic uncertainties including inflation, currency fluctuations, and global slowdowns impacting investment and consumer demand

Our Proposed Strategy:

i. The Company aims to strategically i nvest i n:

ii. Building its F&B portfolio through in-house development and brand partnerships

iii. Developing boutique hospitality and lifestyle-focused stay options in high-demand areas

iv. Entering into leasing/fleet operations of electric vehicles, especially for last-mile delivery and shared mobility segments

Human Resources The Company believes in building a collaborative and diverse workforce. As of March 31,2025, the Company maintained lean and efficient operations with selective hiring in key strategic areas. Training and development continued to remain a key focus.

Internal Controls and Adequacy The Company has implemented robust internal control systems to ensure reliable financial reporting, safeguard of assets, operational efficiency, and legal compliance. These systems are periodically reviewed and tested for effectiveness.

Managements Responsibility Statement The Board of Directors acknowledges its responsibility for ensuring the integrity and accuracy of the financial statements and confirms that appropriate accounting policies and standards have been consistently applied. The management has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with applicable laws.

Cautionary Statement The statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, and expectations may constitute “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied due to various risks and uncertainties. The Company assumes no responsibility to publicly amend, modify or revise any such statements based on subsequent developments, information or events.

7. 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 strategically realigned its operating focus by amending Clause III (A) - Main Objects of the Memorandum of Association (“MoA”). Pursuant to a Special Resolution approved by members via Postal Ballot (deemed as passed on July 6, 2024), the former main objects were substituted and reorganised into three succinct business segments:

• Segment I - Food and Beverages

• Segment II - Hospitality Business

• Segment III - Electric Vehicle (EV) Business

The amendment was carried out in compliance with sections 4 and 13 of the Companies Act, 2013 and the rules framed thereunder. Clause III (B) - “Objects Incidental or Ancillary to the Attainment of the Main Objects” - remains unchanged.

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 2024-25.

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 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 Companys Annual Report 2024-25 at the following web link http://www.spiceislandsapparelslimited.in/ MGT-7_2024-25.pdf.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 Companys 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.

Sr. No.	Name of Director	DIN	Date of Appointment in Company *
1	Ms. Shikha Sethia Bhura	07799537	November 08, 2023
2	Mr. Shivanand Rama Hemmady	00838098	November 08, 2023
3	Mr. Sandeep Jamnadas Merchant	05210128	November 08, 2023
4	*Mr. Faraaz Irfan Chapra	07854286	April 10, 2024
5	Mr. Chirag Chandulal Rajapopat	10585562	April 10, 2024
6	&Mr. Kalpesh Thakorbhai Mistry	07599056	July 03, 2024

Note -

I. *Mr. Faraaz Irfan Chapra was appointed as an Additional Director (Executive Director - Finance) with effect from April 10, 2024. His appointment was subsequently regularized by the Members through Postal Ballot on July 06, 2024.

ii. ~Mr. Chirag Chandulal Rajapopat was appointed as an Additional Director (Executive Director) with effect from April 10, 2024 and his appointment was likewise regularized by the Members through Postal Ballot on July 06, 2024.

iii. &Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director (Non-Executive, Independent) with effect from July 03, 2024. His appointment was regularized by the Members at the Annual General Meeting held on August 19, 2024.

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. Faraaz Irfan Chapra (DIN 07854286) 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.

Sr. No.	Name of the KMP	Designation
1	Mr. Sandeep Jamnadas Merchant	Whole-time Director
2	Ms. Arti Lalwani (appointed w.e.f May 28, 2024)	Company Secretary & Compliance Officer
3	Mr. Faraaz Irfan Chapra (appointed w.e.f April 10, 2024)	CFO
4	Mr. Dhaval Girish Chheda	CEO

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 2024-25. Detailed notices, agendas and supporting papers were circulated well in advance, enabling Directors to plan their schedules and participate meaningfully:

Sr. No.	Director	Category	Meetings Eligible*	Meetings After
1	Ms. Shikha Sethia Bhura	Independent, Non-Executive	6	6
2	Mr. Shivanand Rama Hemmady	Independent, Non-Executive	6	6
3	Mr. Sandeep J. Merchant	Whole-time Director	6	6
4	tMr. Faraaz I. Chapra	Executive Director - Finance	5	5
5	tMr. Chirag C. Rajapopat	Executive Director	5	5
6	tMr. Kalpesh T. Mistry	Independent, Non-Executive	4	4

Dates of meetings: April 10, 2024, May 28, 2024, July 23, 2024, October 30, 2024, November 12, 2024 and February 14, 2025

* “Meetings Eligible” is the number of Board meetings held after the Directors appointment and before any cessation, if applicable. t Appointed 10 April 2024.

Appointed 3 July 2024; hence eligible for four meetings.

All attendances have been recorded in the minutes, which were duly confirmed at the subsequent meeting, thereby satisfying the record-keeping requirements of SS-1.

15. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

The Audit committee (AC) has been re-constituted by the Board on July 05, 2024. Mr. Umesh M. Katre has resigned as Director of the Company and Member of the Audit Committee and accordingly Company appointed Mr. Kalpesh Thakorbhai Mistry, Independent Director as new member of the committee. Now, Audit Committee of the Board comprises w.e.f July 05, 2024, is as below:

Sr. No.	Name of Members	Designation	Position
1	Mr. Kalpesh Thakorbhai Mistry	Independent Director	Chairman
2	Mr. Shivanand Rama Hemmady	Independent Director	Member
3	Ms. Shikha Sethia Bhura	Independent Director	Member

The terms of reference and powers of the Audit Committee are in accordance with the requirements of Regulation 18 read with Part C of Schedule II of the Listing Regulations and Section 177 of the Companies Act, 2013 and includes overseeing the Companys financial reporting process, reviewing the quarterly / half yearly / annual financial statements/ results and, reviewing with the management the adequacy of the internal audit function, recommending the appointment/ reappointment of statutory auditor and internal auditor and recommending/ fixation of audit fees, reviewing the significant internal audit findings, related party transactions, reviewing the Management Discussions & Analysis of financial condition and results of operations, scrutiny of inter-corporate loans and investments. The Committee discusses with the auditors their audit methodology, audit planning and significant observations/ suggestions made by them and management responses and action taken by them.

Pursuant to provision of Section 177 of the Companies act 2013, during the year under review, four meetings were held on May 25, 2024, July 23, 2024, November 12, 2024 and February 14, 2025. The time interval between any two Audit Committee meetings did not exceed 120 days. The attendance records of the members at the meeting are as follows:

Sr. No.	Name of Members	Designation	Attendance
1	##Ms. Shikha Sethia Bhura	Member	4
2	$Mr. Umesh M. Katre	Member	1
3	$$Mr. Shivanand Rama Hemmady	Member	4
4	&&Mr. Kalpesh Thakorbhai Mistry	Chairman	3

Note -

i. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.

ii. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director (Non-Executive, Independent) with effect from July 03, 2024. His appointment was regularized by the Members at the Annual General Meeting held on August 19, 2024.

iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive - Independent Director with effect from November 08, 2023. Her appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024.

iv. $$ Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the category of NonExecutive - Independent Director with effect from November 08, 2023. His appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on July 05, 2024. Mr. Umesh M. Katre has resigned as Director of the Company and Member of the Nomination and Remuneration Committee and inducting Mr. Kalpesh Thakorbhai Mistry, Independent Director as new member of the committee. Now, Nomination and Remuneration Committee of the Board comprises w.e.f July 05, 2024 is as below:

Sr. No.	Name of Members	Designation	Position
1	Mr. Shivanand Rama Hemmady	Independent Director	Chairman
2	Ms. Shikha Bhura	Independent Director	Member
3	Mr. Kalpesh Thakorbhai Mistry	Independent Director	Member

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals.

Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year under review, 3 meeting were held on April 10, 2024, May 28, 2024 and July 23, 2024. The attendance record of the members at the meeting was as follows:

Sr. No.	Name of Members	Designation	Attendance
1	$$Mr. Shivanand Rama Hemmady	Chairman	3
2	$Mr. Umesh M. Katre	Member	1
3	##Ms. Shikha Sethia Bhura	Member	3
4	&&Mr. Kalpesh Thakorbhai Mistry	Member	1

Note -

I. $$ Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the category of NonExecutive - Independent Director with effect from November 08, 2023. His appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024.

ii. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.

iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive - Independent Director with effect from November 08, 2023. Her appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024

iv. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director (Non-Executive, Independent) with effect from July 03, 2024. His appointment was regularized by the Members at the Annual General Meeting held on August 19, 2024.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee (SRC) has been re-constituted by the Board on July 05, 2024. Mr. Umesh M. Katre has resigned as Director of the Company and Member of the Stakeholders Relationship Committee and inducting Mr. Kalpesh Thakorbhai Mistry, Independent Director as new member of the committee. Now, Stakeholders Relationship Committee of the Board comprises w.e.f July 05 2024 is as below:

Sr. No.	Name of Members	Designation	Attendance
1	Mr. Kalpesh Thakorbhai Mistry	Independent Director	Chairman
2	Ms. Shikha Sethia Bhura	Independent Director	Member
3	Mr. Sandeep Jamnadas Merchant	Whole time Director	Member

This Committee functions in the manner and deals with the matters specified in Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The committee monitors share transfers, transmissions and other shareholders related activities including redressal of investor grievances.

Pursuant to provision of Section 178(5) of the Companies act 2013, during the year under review, 2 meeting were held on April 10, 2024 and February 14, 2025. The attendance record of the members at the meeting was as follows:

Sr. No.	Name of Members	Designation	Attendance
1	&&Mr. Kalpesh Thakorbhai Mistry	Chairman	2
2	$Mr. Umesh M. Katre	Member	0
3	##Ms. Shikha Sethia Bhura	Member	2
4	+ Mr. Sandeep Jamnadas Merchant	Member	2

Note -

I. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director (Non-Executive, Independent) with effect from July 03, 2024. His appointment was regularized by the Members at the Annual General Meeting held on August 19, 2024.

ii. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.

iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive - Independent Director with effect from November 08, 2023. Her appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024.

iv. + Mr. Sandeep Jamnadas Merchant was appointed as an Additional Director in the category of NonExecutive - Independent Director with effect from November 08, 2023. His appointment was subsequently regularized by the Members through Postal Ballot on January 05, 2024.

D. MEETING OF INDEPENDENT DIRECTORS:

The Board of Directors reconstituted the Independent Directors Committee on July 05, 2024, following the resignation of Mr. Neeraj Madhukar Desai and Mr. Milind Sitaram Desai. At the same meeting, the Board inducted Ms. Shikha Sethia Bhura, Mr. Shivanand Rama Hemmady, and Mr. Kalpesh Thakorbhai Mistry as Independent Directors, and appointed them to the said Committee.

The composition of the reconstituted Independent Directors Committee is as follows:

Sr. No.	Name of Members	Designation	Position
1	Ms. Shikha Sethia Bhura	Independent Director	Chairman
2	Mr. Shivanand Rama Hemmady	Independent Director	Member
3	Mr. Kalpesh Thakorbhai Mistry	Independent Director	Member

In accordance with the provisions of Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors was held on February 14, 2025. The meeting was attended by all the Independent Directors, namely:

• Ms. Shikha Sethia Bhura

• Mr. Shivanand Rama Hemmady

• Mr. Kalpesh Thakorbhai Mistry

The Independent Directors, at their meeting, reviewed:

• the performance of the Board as a whole,

• the performance of various Committees of the Board,

• the performance of individual Directors, and

• the quality, quantity, and timeliness of flow of information between the Companys management and the Board, which is necessary for effective functioning and decision-making.

The Independent Directors expressed overall satisfaction with the Boards performance, its processes, and the support received from the management.

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 Companys 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 Companys operations, products, organizational structure, Board procedures and statutory responsibilities. The policy is hosted on the Companys 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)

During the year under review, the Company did not meet any of the thresholds specified under Section/ 135 (1) of the Companies Act, 2013 (i.e., net worth e” 1 500 crore, turnover e” Rs. 1,000 crore, or net profit e” Rs. 5 crore in the immediately preceding financial year)

Consequently, the provisions regarding the constitution of a CSR Committee and formulation of a CSR Policy were not applicable for the year FY/ 2024-25.

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 year 2029.

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 37th AGM.

The Statutory Auditors of the Company have submitted the Auditors Report on the Financial Statements of the Company for the Financial Year ended March 31,2025. The Auditors Report is selfexplanatory and requires no comments. Further, there were no adverse remarks or qualification in the Report that calls for Boards 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 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had appointed M/s. Alok Khairwar & Associates, Company Secretaries (FCS: 10031) to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure B and forms part of this Report.

The Company has received written Consent from the proposed Secretarial Auditors - Alok Khairwar & Associates, Firm of Practicing Company Secretaries and they have confirmed that they are not disqualified from being appointed as a Secretarial Auditors of the Company. A resolution seeking appointment of Alok Khairwar & Associates, Firm of Practicing Company Secretaries as Secretarial Auditors of the Company forms part of the Notice of 37th Annual General Meeting and the same is recommended for Members approval.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board recommended to appoint Alok Khairwar & Associates, Firm of Practicing Company Secretaries, to conduct Secretarial Audit for the a consecutive term of five years commencing from Financial Years 2025 -2026 to 20292030.

The Secretarial Audit Report contains the following observations/qualifications:

1. The company is in process to update website as required under regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Boards Response and Corrective Action:

The Company is in the process of updating its website to ensure full compliance with the requirements prescribed under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is taking necessary steps to ensure that all applicable disclosures and information are made available on the website in a timely manner. The Company is committed to maintaining a transparent and compliant disclosure framework and expects to complete the required updates shortly.”

2. Delay in transferring unclaimed dividend and corresponding shares to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

Boards Response and Corrective Action:

The Board has taken note of the delay in filing the requisite IEPF forms and transferring the related unclaimed amounts and securities. Although preliminary corrective measures have been initiated, the Company has not yet completed the mandated filings and transfers.

The Board has therefore:

• approved an action calendar to complete all pending IEPF 1, IEPF 2 and IEPF 4 filings, together with the remittance of unclaimed dividends and transfer of underlying shares to the Fund, within the next statutory window;

• strengthened internal controls by designating a Nodal Officer and Deputy Nodal Officer and implementing a quarterly compliance check to prevent future lapses;

• undertaken to keep shareholders informed of the status of these filings through disclosures on the Companys website, in accordance with Rule/ 7 of the IEPF Rules.

The Board reaffirms its commitment to full regulatory compliance and will closely monitor progress until every outstanding requirement under the IEPF framework is duly met. Any further developments will be communicated to stakeholders in a timely manner.

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 2024-25, and based on their performance and expertise, the Board has re-appointed them for the financial year 2025-26.

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.

24. 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 2024-25.

Recognising that sustainable growth depends on attracting and retaining talent, the Company continued to strengthen its people practices in FY 2024-25. 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 Companys 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 Companys 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 Companys 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 2024-25, 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 Companys 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, cybersecurity 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 Companys 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 2024-25, 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 Related Party Transactions entered into by the Company during the financial year 2024-25 were:

• in the ordinary course of business,

• on an arms length basis, and

• duly reviewed and approved by the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no material Related Party Transactions during the year that would require shareholder approval under Regulation 23(4) of the SEBI Listing Regulations or that may have had a potential conflict with the interests of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.Further, the disclosures required under the applicable Indian Accounting Standards (Ind AS 24 -

Related Party Disclosures) have been provided in Note No. 33 to the Financial Statements forming part of this Annual Report.

The Board also confirms that none of the Directors had any pecuniary relationships or transactions with the Company during the year under review that could potentially conflict with the interests of the Company.

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a robust Policy for Prevention of Sexual Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the associated Rules. The policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

An Internal Complaints Committee (ICC) has been duly constituted in compliance with Section 4 of the POSH Act, to receive, investigate, and redress complaints in a timely, confidential, and unbiased manner.

For the financial year 2024-25:

• Number of complaints received: Nil

• Number of complaints disposed: Nil

• Number of cases pending beyond 90 days: Nil

All stakeholders are hereby assured that the Company remains fully compliant with its statutory obligations under Rule 14 of the POSH Rules and Rule 8 of the Companies (Accounts) Rules, 2014, including the telecasting of ICC details in the Boards Report.

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 Companys longterm 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 2024-25.

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 D, 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 Companys 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 Companys 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 Companys 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 BANRUPCY 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 VALUATION AMOUNT ON ONE TIME SETTLEMENT 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 202425; 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.

41. GREEN INITIATIVE

In support of the Governments 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 2024-25, 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 Companys Registrar & Share Transfer Agent, Cameo Corporate Services Ltd. (for shares held in physical form).

Shareholder Action Points

Shareholding Mode	Required Action
Demat	Ensure your latest e-mail ID is recorded with your Depository Participant.
Physical	Submit the KYC Updation Form, duly signed, to Cameo Corporate Services Ltd.
	to register / update your e-mail ID.

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

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

During the year under review, the Company has not raised any funds through public issue, rights issue, preferential issue or qualified institutions placement which are required to be reported under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, the Company had earlier raised funds through the issue of convertible warrants on a preferential basis. The utilization of proceeds from such issue is in line with the objects stated in the Notice of the ExtraOrdinary General Meeting convened for that purpose, and there is no deviation or variation in the use of proceeds.

A statement confirming the same is reviewed by the Audit Committee on a quarterly basis, and the Company shall continue to comply with applicable reporting requirements under Regulation 32 of the SEBI (LODR) Regulations, 2015.

43. 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.

	By order of the Board of Directors,
	For Spice Islands Industries Limited
	Sd/-	Sd/-
	Faraaz Irfan Chapra	Shikha Sethia Bhura
	Director	Director
Place :Mumbai	DIN: 07854286	DIN: 07799537
Date :May 28, 2025