Spice Lounge Food Works Ltd Directors Report

The Directors present their 45^th Annual Report along with Audited Statements of Accounts for the Financial Year ended 31st March, 2026.

FINANCIAL RESULTS

The performance of the Company is as follows:

(Amount in Lakhs)

	As at 31 March, 26		As at 31 March, 25 Standalone
Particulars	Standalone	Consolidated
Revenue from Operations	222.18	15842.48	66.21
Other Income	0	346.85	0
Total Expenses	182.80	15264.83	40.6
Profit/(Loss) before exceptional items and tax	39.38	924.50	26.15
Exceptional Items	0	0	0
Profit/(Loss) before tax	39.38	924.50	26.15
Tax Expenses:
(1) Current Tax	9.91	33.52	6.80
(2) Deferred Tax (Asset)/ Liability	3.11	(78.15)	(0.06)
Profit (Loss) after Tax for the period	26.36	969.13	19.41
Total Comprehensive Income for the year	26.36	1272.11	19.41
Earnings Per Share:
a) Basic (Rs.)	0.004	0.14	0.003
b) Diluted (Rs.)	0.004	0.14	0.003

COMPANY PERFORMANCE

Your Company posted financial results during the year under review. There was Income of 222.18 Lakhs during the Financial Year 2025-2026 and incurred Profit of 26.36 Lakhs as compared to Previous Year Profit of Rs. 19.41 Lakhs.

DIVIDEND

Your directors have decided not to recommend any dividend for the year 2025-26

TRANSFER TO RESERVES

Pursuant to the provisions of Section 134(3)(j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the general reserves account during the financial year under review.

FIXED / PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year under review.

CAPITAL STRUCTURE

During the financial year under review, the capital of the Company has remain unchanged and the Authorized Share Capital of Company is Rs. 70,00,00,000/- (70,00,00,000 Equity Shares of Rs.1/- each) and the Paid-Up capital of Company is Rs. 69,71,22,600/- (69,71,22,600 Equity Shares of Rs. 1/- each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of the financial year 2026 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Company Website( www.espicelounge.com).

STATUTORY AUDIT:

Pursuant to the provisions of section 139 of the act and the rules framed thereafter, M/s. JMT & Associates, (firms registration no. 104167W), Chartered Accountants, was appointed as statutory auditors of the company at the 43rd annual general meeting up to the conclusion of 48th annual general meeting to be held for the FY 2028-29. The auditors report for fiscal 2025-26 does not contain any qualification, reservation or adverse remark. the auditors report is enclosed with the financial statements in this annual report. the company has received audit report with unmodified opinion for on basis of audited financial results of the company for the financial year ended march 31, 2026 from the statutory auditors of the company.

The auditors have confirmed that they have subjected themselves to the peer review process of institute of chartered accountants of India (ICAI) and hold valid certificate issued by the peer review board of the ICAI. the company has received consent letter and eligibility certificate from M/S. JMT & Associates, Chartered Accountants, (Firms registration no. 104167W), to act as statutory auditor of the company.

COST AUDIT

The provisions relating to maintenance of cost records and cost audit, as prescribed under Section 148 of the Companies Act, 2013 read with the applicable rules made thereunder, are not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the Company, at the previous Annual General Meeting, approved the appointment of M/s. Sarada Putcha, Practising Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30. The Board of Directors confirms the continuation of M/s. Sarada Putcha, Practising Company Secretaries, Hyderabad, as the Secretarial Auditors of the Company for the financial year ended 31st March, 2026, within the approved term. The Secretarial Audit Report for the financial year ended 31st March, 2026, issued in Form MR-3, forms part of this Annual Report and has been annexed herewith. The said report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review and the date of Boards Report there was no change in the nature of Business.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

UNPAID / UNCLAIMED DIVIDEND

There is no unpaid or unclaimed dividend with the company till date.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31st March 2026, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

The Board of Directors is pleased to affirm that the Company continues to comply with the applicable Corporate Governance requirements prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). A separate section on Corporate Governance, along with the requisite certificate issued by the Statutory Auditors confirming compliance with the Corporate Governance requirements, forms an integral part of this Annual Report and is annexed hereto.

PARTICULARS OF EMPLOYEES

The Board of Directors hereby confirms that none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, the particulars of employees as required to be disclosed under the said provisions are not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the financial year under review.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the Companys Code of Conduct for Directors and Senior Management Personnel and have affirmed that there are no circumstances that could impair their ability to discharge their duties with independent and objective judgment.

The Board is of the opinion that all the Independent Directors possess the requisite qualifications, experience, expertise, and integrity as required under the applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

CEO / CFO CERTIFICATION

Pursuant to the requirements of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certification in respect of the Financial Statements and Cash Flow Statement for the financial year under review, duly signed by Mr. Babu Edalamapti Purushotham, Managing Director (DIN: 03466935), was placed before the Board of Directors and forms part of this Annual Report.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted an Insider Trading Policy in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and other applicable laws. The Policy provides a framework for regulating, monitoring, and reporting of trading in the securities of the Company by Designated Persons, Promoters, and Connected Persons, while ensuring timely disclosures and compliance with applicable regulatory requirements. It also prescribes procedures for handling Unpublished Price Sensitive Information (UPSI) and sets out the consequences of any violation of the Policy. The Insider Trading Policy, including the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct for Regulating, Monitoring, and Reporting of Trades, is available on the Companys website under the Investor Relations section.

FAILURE TO IMPLEMENT CORPORATE ACTIONS

During the financial year 2025-26, the Company did not undertake or declare any corporate actions. Accordingly, there were no instances of failure or delay in the implementation of any corporate actions during the period under review.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2025-26 under review, no application was made and no proceedings were initiated or pending against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). Further, no proceedings have been admitted or are pending before the National Company Law Tribunal ("NCLT") involving the Company.

SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the financial year 2025-26 under review, the Company has not entered into any One-Time Settlement ("OTS") arrangement with any banks or financial institutions in respect of loans or credit facilities availed by it. Accordingly, the requirement to disclose any difference between the valuation amount determined at the time of execution of an OTS and the valuation of assets undertaken at the time of sanctioning or availing such loans or credit facilities, along with the reasons for such difference, is not applicable to the Company.

EVENT-BASED DISCLOSURES

During the financial year under review, the Company has not undertaken any of the events or corporate actions requiring disclosure under the applicable provisions of the Companies Act, 2013, except as specifically stated otherwise. The details of such events are provided below:

Issue of Sweat Equity Shares:

Not Applicable. The Company has not issued any sweat equity shares pursuant to the provisions of Section 54 of the Companies Act, 2013.

Issue of Shares with Differential Rights:

Not Applicable. The Company has not issued any equity shares carrying differential rights with respect to dividend, voting rights, or otherwise, in accordance with the provisions of Section 43(a)(ii) of the Companies Act, 2013.

Issue of Shares under Employee Stock Option Scheme (ESOS):

Not Applicable. The Company has not granted, vested, or exercised any stock options under an Employee Stock Option Scheme pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013.

Purchase of Own Shares or Provision of Financial Assistance for Purchase of Shares:

Not Applicable. The Company has neither purchased its own shares nor provided any financial assistance or loans for the purpose of purchase of its own shares in accordance with the provisions of Section 67 of the Companies Act, 2013.

Buy-back of Securities/Shares:

Not Applicable. The Company has not undertaken any buy-back of its securities during the financial year under review under the provisions of Section 68 of the Companies Act, 2013.

Revision of Financial Statements or Boards Report:

Not Applicable. There has been no revision of the Financial Statements or the Boards Report undertaken by the Company under the provisions of Sections 130 or 131 of the Companies Act, 2013.

DETAILS OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Board of Directors confirms that the Company has established and maintained adequate Internal Financial Controls ("IFC") with reference to the Financial Statements, and that such controls were operating effectively during the financial year under review.

The Company has implemented a well-defined internal control framework comprising appropriate policies, procedures, and monitoring mechanisms to safeguard its assets, ensure reliability of financial reporting, maintain operational efficiency, and facilitate compliance with applicable laws and regulations. The internal controls provide reasonable assurance that transactions are appropriately authorized, accurately recorded, and reported in accordance with the applicable accounting standards.

During the financial year under review, no material weaknesses or significant deficiencies were identified in the design or operation of the Internal Financial Controls. The details of the Companys internal financial control framework and its adequacy are further discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

DEVIATIONS OR VARIATIONS IN FUNDS RAISED

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there were no deviations or variations in the utilisation of funds raised during the financial year under review. The Company has not raised any funds through Initial Public Offer ("IPO"), Further Public Offer ("FPO"), or Preferential Issue during the financial year under review. Accordingly, the requirement to submit a statement of deviation(s) or variation(s) in the utilisation of funds raised to the Stock Exchanges is not applicable to the Company. Further, there were no unutilised proceeds from any such fund-raising activities.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent Directors to maintain the Independence of the Board, and separate its functions of Governance and Management. As on date of this report your Board consists of 8 Directors including 4 Executive Director and 4 are Independent Non-Executive Directors (including a women Director). The Policy of the Company on Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters, as required under Section 178 (3) of the Companies Act, 2013 has been framed by the Company. We affirm that the Remuneration paid to the Directors is as per terms laid out in the Nomination and Remuneration Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit committee was sought for all related party transactions.

During the financial year ended 31^st March, 2026, there have been no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO. Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i) The steps taken by the company for utilizing the alternate sources of energy Nil (ii) The capital investment on energy conservation equipments Nil

Technology Absorption, adaptation and innovation: -

Indigenous Technology is involved for the manufacturing the products of the Company. Research and Development (R & D): No research and Development has been carried out.

Foreign exchange earnings: Rs. 302.98 Lakhs Foreign exchange out go: Rs. Nil

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Risk Management Committee shall evaluate the Risk Management systems periodically. In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Risk Management Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions under section 135 of the Companies Act, 2013 are not applicable to the company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and Mis- Management, if any in the Group pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR) Regulations, 2015. The details of the Policy are posted on the website: www.espicelounge.com. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Companys Code of Conduct Policy no employee has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual, temporary, Trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

BOARD MEETINGS

The Board of Directors duly met 12 (Twelve) times in the FY 2025-2026 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

1. 28-05-2025	2. 30-05-2025	3. 30-07-2025
4. 14-08-2025	5. 09-09-2025	6. 19-09-2025
7. 24-09-2025	8. 23-10-2025	9. 28-10-2025
10. 14-11-2025	11. 17-12-2025	12. 14-02-2026

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the financial year under review post that date upto the date of this Annual Report, the following changes occurred in the Board of Directors.

Appointment:

1 Mr. UDAY KIRAN DEVINENI (DIN: 01920226) was appointed as Non- Executive Independent Director of the Company with effect from 19.09.2025

2 Mr. NARESH THALURU (DIN: 11292446) was appointed as Non- Executive Independent Director of the Company with effect from 19.09.2025

3 Mr. P.S. PHANINDER NATH was appointed as Chief Financial Officer of the Company with effect from 06.08.2026

Resignation:

1 Mr. RAVI KUMAR PARITALA was resigned as Chief Financial Officer of the Company with effect from 06.08.2026

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2025-2026 Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

They have, selected such accounting policies as mentioned in the notes to the financial statements and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-2026 and of the loss of the Company for that period.

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities The annual accounts for the year 2025-2026 have been prepared on a going concern basis.

They have laid down proper internal financial control to be followed by the Company and that the internal financial controls were adequate and are operating effectively.

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

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received, resolved and pending during the Financial Year 2025-2026:

During the year	Received	Resolved	Pending
2025-26	Nil	Nil	Nil

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

SUBSIDIARIES

The consolidated financial statements of the group include subsidiaries and step-down subsidiaries listed in the table below:

Name of the investee	RELATION SHIP	Country of incorporation	Percentage of ownership 31-03-2026
Mirchi Wild Wings Private Limited	Subsidiary	India	100
MWW Gachibowli Private Limited	Step Down Subsidiary	India	100
Chicken Wild Wings Private Limited	Subsidiary	India	100
Teksoft Systems Inc	Subsidiary	U.S.A	100

COMMITTEES

Audit Committee (As on 31-03-2026)

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the financial information which will be provided to the Members and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal auditors and overseeing the

Companys accounting and financial reporting process and the audit of the Companys financial statements. The power and terms of reference of the Audit Committee are as mentioned in Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read with Section 177 of the Companies Act, 2013. During the FY 2025-2026, Audit committee met on 12 (Twelve) times on

1. 28-05-2025	2. 30-05-2025	3. 30-07-2025
4. 14-08-2025	5. 09-09-2025	6. 19-09-2025
7. 24-09-2025	8. 23-10-2025	9. 28-10-2025
10. 14-11-2025	11. 17-12-2025	12. 14-02-2026

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairman	Independent Non-Executive
Mr. Vinay Kesaram	Member	Independent Non-Executive
Mr. Uday Kiran Devineni	Member	Independent Non-Executive
Mr. Veluru Ramesh Naidu	Member	Executive Director

Nomination & Remuneration Committee (As on 31-03-2026)

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Regulation 19 and part D of Schedule II of SEBI (LODR) Regulations, 2015, read with Section178 of the Companies Act,2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving: To take into account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, past remuneration etc. To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

During the FY 2025-2026, the Nomination and Remuneration Committee Meeting was held on

1. 28-05-2025	2. 30-05-2025	3. 30-07-2025
4. 14-08-2025	5. 09-09-2025	6. 19-09-2025
7. 24-09-2025	8. 23-10-2025	9. 28-10-2025
10. 14-11-2025	11. 17-12-2025	12. 14-02-2026

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Member	Independent Non-Executive
Mr. Vinay Kesaram	Chairperson	Independent Non-Executive
Mr. Uday Kiran Devineni	Member	Independent Non-Executive
Mr. Naresh Thaluru	Member	Independent Non-Executive

Stakeholders Relationship Committee (As on 31-03-2026)

The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are as mentioned in Regulation 20 and part D of Schedule II of SEBI (LODR) Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transmission of Shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints etc. To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and sub- division of share certificates etc. To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transmission of Shares to the Registrar and Share Transfer Agents of the Company; Aarthi Consultants Pvt. Ltd.,1-2-285, Domalguda, Hyderabad - 500 029. Ph: 040 - 27642217, 27638111 Fax: 040 27632184 The Company has designated an exclusive E-mail ID shalimaragenciesltd@gmail.com for Complaints / Grievances.

During the FY 2025-2026, 12 meeting(s) of the Stakeholders Relationship Committee Meeting on

1. 28-05-2025	2. 30-05-2025	3. 30-07-2025
4. 14-08-2025	5. 09-09-2025	6. 19-09-2025
7. 24-09-2025	8. 23-10-2025	9. 28-10-2025
10. 14-11-2025	11. 17-12-2025	12. 14-02-2026

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non-Executive
Mr. Vinay Kesaram	Member	Independent Non-Executive
Mr. Mohan Babu Karjela	Member	Executive
Mr. Veluru Ramesh Naidu	Member	Executive

Risk Management Committee (As on 31-03-2026)

The purpose of the Risk Management Committee is to assist the Board of Directors in overseeing the Companys risk management framework and policies, identifying, evaluating, monitoring and mitigating various risks faced by the Company. The Committee reviews the effectiveness of risk management systems, assesses emerging risks and ensures that appropriate measures are implemented to safeguard the interests of the Company and its stakeholders.

The powers and terms of reference of the Risk Management Committee are as mentioned in Regulation 21 and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable provisions of the Companies Act, 2013.

During the FY 2025-2026, Risk Management Committee met on 3 (Three) times on

1. 24-09-2025

2. 17-12-2025

3. 14-02-2026

The Composition is as follows:

Name	Designation	Category
Mr. Mohan Babu Karjela	Chairperson	Executive
Mr. Vinay Kesaram	Member	Independent Non-Executive
Mr. Babu Edalamapti Purushotham Member	Executive
Mr. Veluru Ramesh Naidu	Member	Executive

Declaration from Independent Directors on Annual Basis:

FY 2025-2026 The Company has received a declaration from Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

Name	Designation	Category
Mr. Vinay Kesaram	Member	Independent Non-Executive
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non-Executive
Mr. Naresh Thaluru	Member	Independent Non-Executive
Mr. Uday Kiran Devineni	Member	Independent Non-Executive

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere appreciation and gratitude for the continued support, guidance, and cooperation extended by various stakeholders, including the Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL, Registrar and Transfer Agent, Banks, Auditors, and other regulatory authorities, which have contributed to the Companys growth and progress.

The Board also acknowledges and appreciates the dedication, commitment, and valuable contributions of all employees, whose efforts have played a significant role in the Companys performance and achievements during the year.

The Board further expresses its sincere gratitude to the Shareholders for their continued trust, confidence, and unwavering support extended to the Company.

Place: Hyderabad	For and on Behalf of the Board SPICE LOUNGE FOOD WORKS LIMITED
Date: 14-08-2026	(Formerly Shalimar Agencies Limited)
	Sd/-	Sd/-
	Mohan Babu Karjela	Babu Edalamapti Purushotham
	Chairperson/Director	Managing Director
	(DIN: 08570948)	(DIN: 03466935)