Directors Report of Spice Islands Industries Ltd.

Mar 31, 2025

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

Particulars	For the year 2024-25 Rs (in lacs)	For the year 2023-24 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 yearâs 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 adjustmentâdriven by a deferred tax credit of Rs. 67.34/ lakhs, partially offset by Rs. 2.88/ lakhs for earlier
yearsâfurther 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 Companyâs 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 companyâs 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:

â¢ the approval of the shareholders, and

â¢ in compliance with the applicable provisions of the Companies Act, 2013,

â¢ 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 Companyâs 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 Companyâs 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 Governmentâs
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 Companyâs 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.

Managementâs 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 Companyâs objectives, projections, estimates, and expectations may constitute âforward-looking
statementsâ 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 (âMoAâ). 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:

â¢ Segment I - Food and Beverages

â¢ Segment II - Hospitality Business

â¢ 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) - âObjects Incidental or Ancillary to the Attainment of the Main
Objectsâ - 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:

â¢ Paid-up equity share capital Rs. 10 crore, and

â¢ 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 Companyâs 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 COMPANYâS 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 Companyâs 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

* âMeetings Eligibleâ is the number of Board meetings held after the Directorâs appointment and before any
cessation, if applicable.
t Appointed 10 April 2024.

t 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 Companyâs 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 NonÂ¬
Executive - 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 NonÂ¬
Executive - 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.

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.

iv. Mr. Sandeep Jamnadas Merchant was appointed as an Additional Director in the category of NonÂ¬
Executive - 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:

â¢ Ms. Shikha Sethia Bhura

â¢ Mr. Shivanand Rama Hemmady

â¢ Mr. Kalpesh Thakorbhai Mistry

The Independent Directors, at their meeting, reviewed:

â¢ the performance of the Board as a whole,

â¢ the performance of various Committees of the Board,

â¢ the performance of individual Directors, and

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

The Independent Directors expressed overall satisfaction with the Boardâs 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 (âListing Regulationsâ).

Further, all Independent Directors have registered their names in the Independent Directorsâ 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 (âKMPâ) 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 Companyâs 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 Companyâs operations, products, organizational structure, Board procedures
and statutory responsibilities. The policy is hosted on the Companyâs 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:

â¢ the Board as a whole;

â¢ its Committees (Audit, Nomination & Remuneration, Stakeholdersâ Relationship, Independent
Directors); and

â¢ 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 eâ ¹ 500 crore, turnover eâ Rs. 1,000 crore, or net profit eâ 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. DIRECTORSâ 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 Auditorsâ 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 Auditorâs Report on the Financial
Statements of the Company for the Financial Year ended March 31,2025. The Auditorâs Report is selfÂ¬
explanatory and requires no comments. Further, there were no adverse remarks or qualification in the
Report that calls for Boardâs 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 Membersâ 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 2029Â¬
2030.

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.

Boardâs 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.â

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.

Boardâs 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:

â¢ 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;

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

â¢ undertaken to keep shareholders informed of the status of these filings through disclosures on
the Companyâs 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:

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

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

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

The Board is confident that these initiatives will further reinforce the Companyâs 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
Companyâs 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 Companyâs 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 (âBRSRâ) 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 Companyâs strategic planning and operational
execution. The objective is to identify, assess and mitigate events that could adversely affect the
achievement of business goals.

â¢ 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.

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

â¢ 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 Companyâs 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:

â¢ in the ordinary course of business,

â¢ on an armâs length basis, and

â¢ 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 (âPOSH Actâ) 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:

â¢ Number of complaints received: Nil

â¢ Number of complaints disposed: Nil

â¢ 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 Boardâs 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 Companyâs longÂ¬
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
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 Companyâs core valuesâCustomer Value,
Integrity, One-Team and Excellenceâand provides guidance for ethical business practices and legal
compliance.

The Code is available on the Companyâs 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 (âInsider Trading Codeâ). The
Code prohibits trading in the Companyâs securities by designated persons and their immediate relatives
while in possession of unpublished price-sensitive information and during specified âTrading-Windowâ
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 2024Â¬
25; 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 Governmentâs Green Initiative in Corporate Governance and pursuant to:

â¢ MCA General Circular 20/2020 (05 May 2020),

â¢ MCA Circular 11/2022 (28 December 2022), and

â¢ 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:

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

â¢ shareholders who have registered their e-mail IDs with the Companyâs 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 ExtraÂ¬
Ordinary 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

DIN: 07854286 DIN: 07799537

Place :Mumbai
Date :May 28, 2025

Mar 31, 2024

Your Directors have pleasure in presenting their Thirty Sixth Annual Report on the business and operations of the
Company and the accounts for the financial year ended March 31,2024.

1. FINANCIAL RESULTS AND OPERATIONS

The Company''s financial performance, for the financial year ended March 31,2024 is summarized as below;

	For the year ended 31.03.2024 Rs (in lacs)	For the year ended 31.03.2023 Rs (in lacs)
Revenue from Operations	89.81	85.88
Other Income	43.17	22.08
Total Revenue	132.98	107.96
Profit before Depreciation and Finance cost	42.20	0.03
Depreciation and Amortization expense	3.97	4.28
Finance Cost	6.37	6.00
Profit after Depreciation, Finance costs and Exceptional items and before Tax	31.86	-10.25
Tax expense	0	1.98
Profit After Tax	31.86	-12.23
Other comprehensive income	0.72	1.81
Total Comprehensive Income for the Year	0.72	1.81

FINANCIAL PERFORMANCE

Your Company has achieved No Sales with a Profit after Tax (PAT) of Rs. 31.86 Lakhs during FY 2023-24 as
compared to Rs. 85.88 Lakhs and Rs. (12.23) Lakhs, respectively, during Financial Year 2023-24 signifying a
growth of 0% in turnover. No revenue has come from Companies Main Business. There was change in nature of
the business of the Company, during the year under review from Garment Industry to Solar Renewable Energy
Business.

2. TRANSFER TO RESERVES

During the year under review no amount was transferred to general reserves.

3. FINANCIAL STATEMENTS

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as
prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules,
2016.

4. SHARE CAPITAL

The Authorized Share Capital of your Company was increased from Rs. 5,00,00,000/- (Rupees Five Crore
only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- each to Rs. 15,00,00,000/- (Rupees Fifteen

Crore only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
Consequent to the above, the Authorized Share Capital of your Company as on March 31,2024 stood at Rs.
15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares
of Rs. 10/- (Rupees Ten) each.

The paid-up equity share capital of the Company as at March 31, 2024 is '' 43,00,000. The Company
currently has no outstanding shares issued with differential rights, sweat equity or ESOS. During the year
under report, M/s. Fotoset Trading Private Limited., (acquirers), acquired in aggregate 26,80,790 equity
shares of '' 10/- each representing 62.50% of the equity capital of the Company from companies belonging
to Mr. Umesh M. Katre and his family members, promoters of the Company.

Pursuant to this acquisition, the acquirers made an open offer to the public shareholders of the Company to
acquire from them 11,18,000 equity shares of '' 10/- each @ 9 per equity shares under the provisions of
SEBI (SAST) Regulations. Upon completion of this open offer process, the acquirers have become the
promoters of the Company and are now holding 26,80,790 equity shares of10/- each representing 62.50%
of the equity capital of the Company.

In the Open offer document to the public shareholders, it was mentioned that the promoter shareholders
belonging to Mr. Umesh M. Katre and his family members, shall be reclassified as the non-promoter
shareholders of the Company, in compliance with the provisions of SEBI (LODR) Regulations, 2015 as
amended from time to time and subject to other regulatory requirements, as applicable.

Mr. Umesh M. Katre group of shareholders are currently holding nil of the equity share capital of the
Company and have given an application to the Company for categorizing them as non-promoter
Shareholders. Based on the request letter received from them, the matter was discussed by the Board of
Directors at their meeting held on November 08, 2023 and the Board decided to get the above promoters /
promoter group shareholders reclassified from the âPromoter Categoryâ to âPublic Categoryâ with the
approval of stock exchanges under Regulation 31A of the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 (Including any amendments made thereto).

Though, the recent amendment to Regulation 31A of SEBI (LODR) Regulations exempts the necessity of
obtaining the approval of Shareholders for reclassification of Promoters /Promoter Group Shareholders as
Public Category Shareholders, if in the Open Offer documents to the Public Shareholders of the Company, it
was mentioned that the existing Promoter/Promoter group Shareholders will be reclassified as Public
category shareholders, as a matter of abundant caution the approval of the shareholders is sought for this
resolution through postal ballot on January 05, 2024.And accordingly Company has made an application to
BSE LTD on December 04, 2023 to get the above promoters / promoter group shareholders reclassified
from the âPromoter Categoryâ to âPublic Categoryâ with the approval of stock exchanges under Regulation
31A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 (Including any amendments made thereto).

5. DIVIDEND

Due to loss during the year, the Board of Directors has decided not to recommend any dividend on the
Equity Shares of the Company for the Financial Year ended March 31,2024.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i. Global Economy Overview

The past few years have been eventful, beginning with supply-chain disruptions following the

pandemic, the Russia Ukraine war that led to a global food and energy crisis, a significant spike in
inflation, and a globally coordinated tightening of monetary policy. Some report forecasts a
deceleration in global GDP growth, from an estimated 2.7% in 2023 to 2.4% in 2024, signaling a
continuation of sluggish growth trends. Developing economies, in particular, are struggling to recover
from pandemic-induced losses, with many facing high debt and investment short falls the banking
system proved to be mainly robust, and significant emerging market countries did not experience
abrupt collapses. In the second half of 2023, the US economy and numerous significant emerging
market and developing economies grew faster than anticipated. However, the same momentum was
not witnessed everywhere, with notably subdued growth in the euro zone, reflecting weak consumer
sentiment, soaring energy prices, and weakness in interest rate-sensitive sectors.

b. Indian Economy Overview

After recovering from the COVID-19 pandemic shock, India overtook the UK to become the fifth-largest
economy in the first quarter of FY23 thanks to strong economic recovery. In contrast to the First
Revised Estimates (FRE) of GDP for the year 2022-2023 of Rs. 269.50 lakh crores (US$ 3.23 trillion),
the Nominal GDP or GDP at Current Prices, for the year 2023- 2024 is predicted to be Rs. 293.90 lakh
crores (US$ 3.52 trillion). The governmentâs ongoing emphasis on capital expenditure along with a
strong domestic demand for investment and consumption are considered to be two of the main factors
driving the GDP in the first half of Fy24.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the
top three economic powers in the world over the next 10-15 years, backed by its robust democracy and
strong partnerships.

Indiaâs appeal as a destination for investments has grown stronger and more sustainable because of
the current period of global unpredictability and volatility, and the record amounts of money raised by
India-focused funds in 2022 are evidence of investor faith in the âInvest in Indiaâ narrative.

c. Indian Power Sector Overview

India is the third-largest producer and consumer of electricity worldwide, with an installed power
capacity of 429.96 GW as of January 31,2024.

As of January 31,2024, Indiaâs installed renewable energy capacity (including hydro) stood at 182.05
GW, representing 42.3% of the overall installed power capacity. As of January 31,2024, Solar energy
contributed 72.31 GW, followed by 44.95 GW from wind power, 10.26 GW from biomass, 4.99 GW from
small hydropower, 0.58 from waste to energy, and 46.93 GW from hydropower.

The non-hydro renewable energy capacity addition stood at 15.27 GW in FY23, up from 14.07 GW in
FY22. Indiaâs power generation witnessed its highest growth rate in over 30 years in FY23. Power
generation in India increased by 6.80% to 1,452.43 billion kilowatt-hours (kWh) as of January 2024.
According to data from the Ministry of Power, Indiaâs power consumption stood at 1,503.65 BU in April
2023. The peak power demand in the country stood at 243.27 GW in January 2024.

d. Renewable Energy Sector

India had set a target for an installed Renewable Energy capacity of 500 GW by 2030. This was based
on the commitment to achieve about 50 percent cumulative electric power installed capacity from nonÂ¬
fossil fuel-based energy sources by 2030, and a reduction of the Emissions Intensity of the nationâs
GDP by 45 percent as against 2005 levels by 2030.

While assessing the position as on 28.02.2023, MNRE stated that Indiaâs RE installed capacity stood at
168.96 GW, with 82.62 GW under implementation and 40.89 GW under tendering process.
Accordingly, on 31.03.2023, MNRE issueda Bidding Trajectory for RE projects. The bid capacity
announced for FY 2023-24 was 50 GW. The bid trajectory could consist of vanilla Solar, vanilla Wind,
Solar-Wind Hybrid, Round-the-Clock Renewable Energy power, etc. with or without storage, or any
other combination. Further, the yearwise targeted bid capacity would be allocated among the
Renewable Energy Implementing Agencies (REIAs) by the Government.

A report published in May 2024 jointly by the Institute for Energy Economics and Financial Analysis
(IEEFA) and JMK Research & Analytics, states that 69.8 GW of renewable energy tenders were issued
in 2023-24, far outstripping the trajectory target of 50 GW. The report also highlights that the share of
hybrid renewable energy tenders increased from 16% to 43%.

e. Indian Wind Energy Sector

The Government of India has invited bids for the development of off-shore wind energy of a total
capacity of 4 GW. This came after the Union Finance Minister Nirmala Sitharaman announced in her
Budget speech on February 1 that the government has decided to offer viability gap funding (VGF) for
offshore wind projects up to 1 GW. Offshore wind power is a type of renewable energy that harnesses
the windâs force at sea to generate electricity. The electricity is then transmitted to the grid or onshore
network through undersea cables. The advantages of off-shore wind are many. It does away with
constraints of availability of land; it has higher Capacity.

Utilization Function (CUF) - approaching almost 50%. Further, the efficiencies of off-shore wind
turbines are higher than those of on-shore wind turbines, besides capital costs being significantly
higher. India has already emerged as a world leader in renewable energy. This step will take Indiaâs
Renewable Energy journey into another dimension.

f. Opportunities of Wind Energy in India

i. India is estimated to have renewable energy potential of 900 GW from commercially exploitable
sources - Solar energy: 750 GW; Wind power: 102 GW; Bio-energy: 25 GW; and Small Hydro: 20
GW.

ii. The country plans to reach 450 GW of installed renewable energy capacity by 2030, with 280 GW
(over 60%) expected from solar power.

iii. 975.60 MW of renewable energy capacity was added in January 2022.

iv. Around 15,000 MW of wind-solar hybrid capacity is expected to be added between 2020-25.
According to a new report by GWEC and MEC Intelligence (MEC ), between 2021 and 2025,
India is expected to install 20.2 GW of wind power capacity, an increase of 50% compared with
the 39.2 GW wind power capacity installed in the country in 2020-21

v. Development of offshore wind energy projects in Tamil Nadu & Gujarat.

The Government of India has fixed a target of 500 GW of Renewable Energy by 2030 out of which
140 GW will be from Wind. The Wind Potential in India was first estimated by National Institute of
Wind Energy (NIWE) at 50m hub-height at 49 GW but according to the survey at 80m hub height,
the potential grows as much as 102 GW and 302GW at 100 Meter hub height. Further a new study
by NIWE at 120m height has estimated a potential 695GW. One of the major advantages of wind
energy is its inherent strength to support rural employment and uplift of rural economy. Further,
unlike all other sources of power, wind energy does not consume any water- which in itself will
become a scarce commodity. Overall, the future of Wind Energy in India is bright as energy
security and self-sufficiency is identified as the major driver.

g. SWOT Analysis

Strength

i. We operate in the rapidly growing renewable energy sector, which benefits from increasing
demand for electricity and regulatory support.

ii. We will develop a flexible business model that will enables us to deliver predictable growth from a
diversified and balanced portfolio of projects.

iii. We have an experienced management and operating team with relevant industry knowledge and
expertise, including the ability to improve operational performance.

Weaknesses

i. Revenues from our business are exposed to market based electricity prices

ii. Our business is seasonal in nature and is dependent on weather conditions that are
unpredictable and beyond our control.

iii. We rely on Original Equipment Manufacturers (OEMs) and other service providers for
maintaining our windmills.

Opportunities

i. Government of India has set an ambitious target of 500 GW for renewables by 2030 and this is
expected to give ample opportunity for growing the business.

ii. Increasing demand from C&I customers for power from Renewable sources to reduce their
carbon foot print will provide us with opportunity to expand our business.

Threats

I. Transmission, evacuation constraints and grid back down issues

ii. Changing government policies with regard to pricing, RPO obligations, incentivizing other
modes of renewable energy.

iii. Technological advancements in the renewable energy sector such as reduction in cost of solar &
new wind power may make our plants obsolete/unviable.

iv. Delays in recovery of dues from state owned distribution companies (Discoms) may result in
acute working capital shortages.

h. Our Proposed Solar Business

Board has considered the view of the prevailing market condition and poor performance of existing

business of Garment of the company and hence, decided to deal in the business of Solar Energy as its

main business activity in place of existing Business of Company. This will enable the company to

enlarge the area of operations and carry on its business economically and efficiently and the proposed
activities can be, under the existing circumstances, conveniently and advantageously instead present
main activities of the company.

I. Human Resources

Our employees are key contributors to our business success. We believe the quality and commitment
level of our professionals is at par / highest amongst the power generating companies. SILI continues
to focus on key drivers of employee engagement like career growth, learning opportunities, fair
performance and rewards and employee well-being by enhancing its HR processes for scale, agility
and consistent employee experience. The Company also assigns individual goals to the employees,
consistent with the overall objective of the business which not only acts as a strong motivator but also
contributes towards improving the overall efficiencies of the business.

Lastly, the Companyâs transparent working environment wherein employees can raise their concerns
and opinions results in high engagement levels and lower employee turnover ratio.

j. Internal Controls and adequacy

The Company has independent Internal Audit team with well-established risk management processes
both at the business and corporate levels. Internal Auditor submits their reports, directly to the
Chairman of the Audit Committee of the Board of Directors, which ensures process independence.
The Company believes that every employee has a role to play in fostering an environment in which
controls, assurance, accountability and ethical behaviour are accorded high importance.

This complements the Internal Audits conducted to ensure total coverage during the year. The overall
aim of the companyâs internal control framework is to assure that operations are effective and well
aligned with the strategic goals. The internal control framework is intended to ensure correct, reliable,
complete and timely financial reporting and management information.

k. Managementâs Responsibility Statement

The management is accountable for making the Companyâs financial statements and related
information mentioned in this annual report. It believes that these financial statements fairly reflect the
form and substance of transactions, and reasonably represents the companyâs financial condition and
results of operations in conformity with Indian Generally Accepted Accounting Principles / Indian
Accounting Standards.

l. Cautionary Statement

The statements in the Management Discussion and Analysis Report describing the Companyâs
objectives, projections, estimates, expectations may be âForward looking statementsâ within the
meaning of the applicable laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference of the Companyâs operations
include economic demand/supply and price conditions in the domestic and overseas markets for
Companyâs products, changes in the Government regulations, tax laws, other statutes and incidental
factors.

7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY

The Company has an adequate internal control system including suitable monitoring procedures
commensurate with its size and the nature of the business. The internal control systems provide for all

documented policies, guidelines, and authorization and approval procedures. The statutory auditors while
conducting the statutory audit, review and evaluate the internal controls and their observations are
discussed with the Audit Committee of the Board.

8. CHANGE IN NATURE OF BUSINESS

During the year, there is no change in the nature of the business of the Company. However, the Company
has amended/adopted its main object clause III (A)of Memorandum of Association (MOA) objects related to
Solar Renewable Energy and also added Objects Incidental or Ancillary to the attainment of the main
objects in the clause III (B) through Postal Ballot resolution which shall be deemed to have been passed on
the last day of e-voting dated January 05, 2024.

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
between the end of the financial year and the date of the 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

The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. Hence, Annual Report 2023-24 does not contain the Corporate
Governance Report. Further, as and when the company falls under the applicability to provide Corporate
Governance Report, the company will comply with the same. 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 Companyâs Annual Report 2023-24 at the following web
link http://www.spiceislandsapparelslimited.in MGT-7_2023-24.pdf

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN
FUTURE:

There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

14. BOARD OF DIRECTORS

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. Nilesh Shyam Shevade	03184426	August 13, 2019
5	~Mr. Milind Sitaram Desai	00326235	April 18, 2023
6	&Mrs. Seema Umesh Katre	00196783	November 12, 2010
7	#Mr. Neeraj Madhukar Desai	03184375	April 10, 2019
8	$Mr. Umesh M. Katre	00196300	November 01,2009
9	**Mr. Faraaz Irfan Chapra	07854286	April 10, 2024
10	~~Mr. Chirag Chandulal Rajapopat	10585562	April 10, 2024
11	&&Mr. Kalpesh Thakorbhai Mistry	07599056	July 03, 2024

Note

i. ##Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive -
Independent Director on November 08, 2023 and her directorship was regularized on January 05, 2024.

ii. @Mr. Sandeep Jamnadas Merchant was appointed as an Additional Director in the category of Wholetime
Director on November 08, 2023 and his directorship was regularized on January 05, 2024.

iii. $$Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the category of NonÂ¬
Executive - Independent Director on November 08, 2023 and his directorship was regularized on January
05, 2024.

iv. *Mr. Nilesh Shyam Shevade resigned from the post of directorship on April 19, 2023.

v. ~Mr. Milind Sitaram Desai was appointed as an Additional Director in the category of Non-Executive -
Independent Director on April 18, 2023 and his directorship was regularized on September 25, 2023 and
further he resigned from the post of directorship on November 08, 2023.

vi. &Mrs. Seema Umesh Katre resigned from the post of directorship on November 08, 2023.

vii. #Mr. Neeraj Madhukar Desai resigned from the post of directorship on November 08, 2023.

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

ix. **Mr. Faraaz Irfan Chapra was appointed as an Additional Director in the category of Executive Director
Financeon April 10, 2024.

x. ~~Mr. Chirag Chandulal Rajapopatwas appointed as an Additional Director in the category of Executive
Directoron April 10, 2024.

xi. &&Mr. Kalpesh Thakorbhai Mistrywas appointed as an Additional Director in the category of Non-Executive -
Independent Director on July 03, 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. Sandeep Jamnadas Merchant (DIN 05210128) 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	Ms. Seema Umesh Katre (resigned w.e.f November 08, 2023)	Whole-time Director
2	Mr. Sandeep Jamnadas Merchant (appointed w.e.f November 08, 2023)	Whole-time Director
3	Ms. Surbhi Pachori (resigned w.e.f April 30, 2024)	Company Secretary & Compliance Officer
4	Ms. Arti Lalwani (appointed w.e.f May 28, 2024)	Company Secretary & Compliance Officer
5	Mr. Sandeep Vishwanath Khedekar (resigned w.e.f April 01,2024)	CFO
6	Mr. Faraaz Irfan Chapra (appointed w.e.f April 10, 2024)	CFO
7.	Mr. Dhaval Girish Chheda (appointed w.e.f March 29,2024)	CEO

ii. NUMBER OF MEETINGS AND ATTENDANCE:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block
their calendars. There were five meetings of the board viz. May 30, 2023, August 07, 2023, August 17, 2023,
November 08, 2023 and February 13, 2024 held during the year, details which is required pursuant to
Section 134(3)(b) of the Companies Act, 2013 are given as under:

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, Additional Non - Executive - 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	Additional Director (Non- Executive & Independent)	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 Company''s 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, five
meetings were held on May 30, 2023, August 07, 2023, August 17, 2023, November 08, 2023 and
February 13, 2024. The time interval between any two Audit Committee meetings did not exceed 120
days. The attendance record of the members at the meeting are as follows:

Sr. No.	Name of Members	Designation	Attendance
1	#Mr. Neeraj M. Desai	Chairman	4
2	*Mr. Nilesh Shyam Shevade	Member	Nil
3	$Mr. Umesh M. Katre	Member	5
4	~Mr. Milind Sitaram Desai	Member	4
5	##Ms. Shikha Sethia Bhura	Chairman	1
6	$$Mr. Shivanand Rama Hemmady	Member	1

Note

i. #Mr. Neeraj Madhukar Desai resigned from the post of directorship on November 08, 2023.

ii. *Mr. Nilesh Shyam Shevade resigned from the post of directorship on April 19, 2023.

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

iv. ~Mr. Milind Sitaram Desai was appointed as an Additional Director in the category of Non-Executive -
Independent Director on April 18, 2023 and his directorship was regularized on September 25, 2023 and
further he resigned from the post of directorship on November 08, 2023.

v. ##Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive -
Independent Director on November 08, 2023 and her directorship was regularized on January 05, 2024.

vi. @Mr. Sandeep Jamnadas Merchant was appointed as an Additional Director in the category of Wholetime
Director on November 08, 2023 and his directorship was regularized on January 05, 2024.

vii. $$Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the category of NonÂ¬
Executive - Independent Director on November 08, 2023 and his directorship was regularized on January
05, 2024.

viii. &&Mr. Kalpesh Thakorbhai Mistrywas appointed as an Additional Director in the category of Non-Executive -
Independent Director on July 03, 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, Additional Non - Executive -
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	Additional Director (Non- Executive independent)	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, 4 meeting
were held on May 30, 2023, August 07, 2023, November 08, 2023 and February 13, 2024. The attendance
record of the members at the meeting was as follows:

Sr. No.	Name of Members	Designation	Position
1	#Mr. Neeraj Madhukar	Chairman	3
2	*Mr. Nilesh Shyam Shevade	Member	Nil
3	$Mr. Umesh M. Katre	Member	4
4	$$Mr. Shivanand Rama Hemmady	Chairman	1
5	##Ms. Shikha Sethia Bhura	Member	1

Note

I. #Mr. Neeraj Madhukar Desai resigned from the post of directorship on November 08, 2023.

ii. *Mr. Nilesh Shyam Shevade resigned from the post of directorship on April 19, 2023.

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

iv. $$Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the category of NonÂ¬
Executive - Independent Director on November 08, 2023 and his directorship was regularized on January
05, 2024.

vi. &&Mr. Kalpesh Thakorbhai Mistrywas appointed as an Additional Director in the category of Non-Executive -
Independent Director on July 03, 2024.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee (SRC) has been re-constituted by the Board on July 05, 2024. Mr.
Umesh M. Katrehas resigned as Director of the Company and Member of the Stakeholders Relationship
Committee and inducting Mr. Kalpesh Thakorbhai Mistry, Additional Non - Executive - 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	Position
1	Mr. Mr. Kalpesh Thakorbhai Mistry	Additional Director (Non- Executive & Independent)	Chairman
2	Ms. Shikha Sethia Bhura	Independent Director	Member
3	Mr. Sandeep Jamnadas Merchant	Whole time Director	Member

Pursuant to provision of Section 178(5) of the Companies act 2013, during the year under review, 2 meeting
were held on May 30, 2023 and February 13, 2024. The attendance record of the members at the meeting
was as follows:

Sr. No.	Name of Members	Designation	Position
1	#Mr. Neeraj Madhukar Desai	Chairman	1
2	@@Ms. Seema Katre	Member	1
3	$Mr. Umesh M. Katre	Member	2
4	##Ms. Shikha Sethia Bhura	Member	1
5	Mr. Sandeep Jamnadas Merchant	Member	1

Note :

i. #Mr. Neeraj Madhukar Desai resigned from the post of directorship on November 08, 2023.

ii. @@Ms. Seema Katreresigned from the post of directorship on November 08, 2023.

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

iv. ##Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category of Non-Executive -
Independent Director on November 08, 2023 and her directorship was regularized on January 05, 2024.

v. Mr. Sandeep Jamnadas Merchantwas appointed as an Additional Director in the category of NonÂ¬
Executive - Independent Director on November 08, 2023 and his directorship was regularized on January
05, 2024.

vi. &&Mr. Kalpesh Thakorbhai Mistrywas appointed as an Additional Director in the category of Non-Executive -
Independent Director on July 03, 2024.

D. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors Committee has been re-constituted by the Board on July 05, 2024. Mr. Neeraj
Madhukar Desai and Mr. Milind Sitaram Desai had resigned as Director of the Company and inducting Ms.
Shikha Sethia Bhura and Mr. Shivanand Rama Hemmady, Independent Director and Mr. Kalpesh
Thakorbhai Mistry as new member of the committee. Now, Independent Directors Committee of the Board
comprises w.e.f July 05, 2024 is as below

The meeting of Independent Directorsâ of the Company was held on February 13, 2024 wherein Ms. Shikha
Sethia Bhuraand Mr. Shivanand Rama Hemmady both participated.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they
meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âthe Listing Regulationsâ) and they have registered their names in the
Independent Directorâs Data Bank. The Independent Directors are in compliance with the Code of Conduct
prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

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

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for
selection and appointment of Directors, Senior Management and their remuneration in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of
SEBI (Listing Obligations and Disclosure Requirement (as may be amended from time to time).

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees
of the Company. The policy is available on the website of the Company at
http://www.spiceislandsapparelslimited.in/on_Board_Diversity.PDF.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and
is put up on the website of the company http://www.spiceislandsapparelslimited.in/Director.PDF. All new
Independent Directors (IDs) included in the Board are presented with an overview of the Companyâs
business operations, products, organization structures and about the Board Constitutions and its
procedures.

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the
Listing Regulations Listing Regulations, the Board has carried out an annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of the working of its Audit Committee,
Nomination and Remuneration Committee, Stakeholdersâ Relationship, and Independent Director
Committees and that of the individual Director.

The evaluation process covered the aspects which included Board structure and composition, frequency of
Board meetings, participation in the long term strategic planning, contribution to and monitoring of
corporate governance practices and the fulfillment of Directorsâ obligation and fiduciary responsibilities,
including but not limited to, active participation at the Board and committee meetings. The result of the
evaluation is satisfactory and meets the requirement of the Company.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall
within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy
on Corporate Social Responsibility.

22. DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits
its responsibility Statement:

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

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit and loss of the Company for
that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

23. AUDITORS

a) Statutory Auditors

Sachin Phadke and Associates, Chartered Accountants (FRN:133898W), were appointed as the
Statutory Auditors at the 35th Annual General Meeting (AGM) of the Company for a term of 1 (One)
years i.e. till the conclusion of 36th AGM and therefore retire as Auditors at the ensuing Annual General
Meeting. The Board of Directors at their meeting held on May 28, 2024 have appointed Giriraj Bang &
Co, Chartered Accountants (Membership Number: 133898W), as the Statutory Auditors of the
Company from the conclusion of the ensuing 36th Annual General Meeting and till the conclusion of
the 41st Annual General Meeting subject to the approval of the shareholders. The Auditorsâ Report for
the financial year ended March 31,2024 read with the notes to the accounts referred to therein are selfÂ¬
explanatory and therefore, do not call for any further comments. There are no qualifications,
reservations or adverse remarks made by the Auditors.

b) Secretarial Auditor

Alok Khairwar, Company Secretaries (Membership No.: F10031, Mumbai were appointed as
Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report for the financial year 2023-24, Form MR-3, contain qualification,
reservation and adverse remark and is annexed to this report as Annexure-B.

Further, the Board of Directors has approved the appointment of Alok Khairwar, Company Secretaries
(Membership No.: F10031 as Secretarial Auditors at their meeting held on May 28, 2024 for
conducting the Secretarial Audit of the Company for the financial year 2024-25.

c) Internal Auditors

The Board has appointed P D. Chopda & Co. Chartered Accountants, as Internal Auditors of your
company for the financial year 2023-24. The Board has re-appointed P D. Chopda & Co. Chartered
Accountants, as Internal Auditors of the Company for the financial year 2024-25. The firm of Internal
Auditors gives their report to the Whole-time Director / CFO as well as to the Audit Committee.

24. PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding
contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment &
Remuneration of Managerial Personnel) rules 2014, no employee is drawing remuneration in excess of the
prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without

the right equality of people. To that effect, your company has undertaken a series of measures that ensures
the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time to time, are provided in âAnnexure-Câ forming part of the Annual Report.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing
Regulations, your Company has a Whistle Blower Policy / vigil mechanism in place for the Directors and
Employees of the Company through which genuine concerns regarding various issues relating to
inappropriate functioning of the organization can be raised. A Vigil Mechanism Committee under the
Chairmanship of the Audit Committee Chairman is also in place. The Whistle Blower Policy has been
uploaded on the website of the Company at http://www.spiceislandsapparelslimited.in.and is available at
the link http://www.spiceislandsapparelslimited.in.

The Policy provides access to the Legal Head of the Company and to the Chairman of the Audit Committee.
No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit
Committee Chairman.

26. BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year
ended March 31,2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that
where the provision of the Act becomes applicable to the Company at a later date, the Company shall
comply with the requirements within stipulated time from the date on which the provisions become
applicable to the Company

27. RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating
organizationâs risk exposures while achieving its objectives. Risk Management is an important business
aspect in the current economic environment and its objective is to identify, monitor and take mitigation
measures on a timely basis in respect of the events that may pose risks for the business. The Companyâs
risk-management strategy is to identify, assess and mitigate any significant risks. We have established
processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior
Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest
and that there is no element of risk identified that may threaten the existence of the Company. The focus
shifts from one area to another area depending upon the prevailing situation.

28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the
Act and Rules framed thereunder with respect to the Companyâs nature of business.

29. PARTICULARS OF CONTRACTS OR ARRANGEM ENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COM PANIES ACT, 2013

All Related Party Transactions entered into by your Company during the Financial Year 2023-24, were on
armâs length basis and in the ordinary course of business. There were no material significant Related Party
Transactions entered into 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. Requisite prior
approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions.

Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections
134(3)(h) and 188 of the Companies Act, 2013 read with Pule 8({2) of the Companies (Accounts) Pules,
2014 is not applicable. Attention of Shareholders is also drawn to the disclosure of transactions with related
parties set out in Note No. 54 of Significant Accounting Policies, forming part of the Annual Report. None of
the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors state that during the year under review, there were no cases filed pursuant to The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company recognizes people
as the primary source of its competitiveness and continues its focus on people development by leveraging
technology and developing a continuously learning human resource base to increase their potential and
fulfil their aspirations.

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses
during the year under report. Your company firmly believes that a dedicated work force constitute the
primary source of sustainable competitive advantage.

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

The Company has not given any loans or guarantees or made investments in contravention of the
provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and
investments made by the Company are provided in the notes to the financial statements.

33. EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 as amended from time to time regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo is given in the Annexure-D, forming part of
the report.

35. CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto
and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its
Board of Directors and senior management and employees, the Company has formulated a comprehensive
Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees
to such extent as may be applicable to them depending upon their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of law. The Code
reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

A copy of the Code has been uploaded on the Companyâs website at
http://www.spiceislandsapparelslimited.in/. The Code has been circulated to all the Directors and

Management Personnel and its compliance is affirmed by them annually. A declaration signed by the
Companyâs Managing Director for the compliance of this requirement is published in this Report.

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

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by
the Companyâs Board. Any Insiders (as defined in Insider Code) including designated employees &
persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the
Company or counsel any person during any period when the âunpublished price sensitive informationâ are
available with them. The Insider Code also requires pre-clearance for dealing in the Companyâs shares and
prohibits dealing in Companyâs shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed.

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

During the year under review, there were no applications made for proceedings pending in the name of the
company under the Insolvency Bankruptcy Code, 2016.

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

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard 1
(relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings)
issued by the Institute of the Company Secretaries of India.

40. CHANGE OF COMPANY NAME AND SCRIPT CODE

Subsequent to the Completion and pursuant to the Special Resolution of the Company passed by the
shareholders through Postal Ballot on January 05, 2024 and the issue of the Certificate of Change of Name
by the Registrar of Companies on April 01,2024, the name of the Company has been changed from âSpice
Islands Apparels Limitedâ to âSpice Islands Industries Limitedâwith effect from April 01,2024.

In connection with the change of the Companyâs name, the shares of the Company have been traded on
The Bombay Stock Exchange (âBSEâ) under the new Scrip ID i.e. âSPICEISLINâ. The ISIN of the Company
remains unchanged as âINE882D01017â.

41. GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2023 - 2024 and the Notice of the ensuing AGM is being sent to
all shareholders whose email addresses are available in demat account and registered with Companyâs
Registrar and Share Transfer Agent. With reference to the MCA General Circular No. 20/2020 of Ministry of
Corporate Affairs dated May 5, 2020 and MCA circular No. 11/2022 dated December 28, 2022, read with the
Securities and Exchange Board of India Circular No. SEBIHO/CFD/CMD2/CIR/P/2022/62 dated May 13,
2022, Companies have been dispensed with the printing and dispatch of the Annual Report to the
Shareholders. Hence the annual Report of the Company for the FY 2023 - 2024 will be sent the Shareholders
holding shares in demat form are requested to update their email addresses with their Depository
Participant(s) and for shareholders holding shares in physical form, should get their email registered with
Cameo Corporate Services Limited, Companyâs Registrar and Share Transfer Agent, by sending KYC
updation forms duly signed by the shareholders with required details.rought email to the Shareholders.

Shareholders holding shares in demat form are requested to update their email addresses with their
Depository Participant(s) and for shareholders holding shares in physical form, should get their email
registered with Cameo Corporate Services Limited, Companyâs Registrar and Share Transfer Agent, by
sending KYC updation forms duly signed by the shareholders with required details.

42. APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continued support received
from all stakeholders including government, regulatory authorities and financing institutions. Your Directors
also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution
made by the employees at all levels, to ensure that the Company continues to grow and success.

By order of the Board of Directors,

For Spice Islands Industries Limited

(Previously known as Spice Islands Apparels Ltd.)

Sd/- Sd/-

Faraaz Irfan Chapra Shikha Sethia Bhura

Director Director

DIN: 07854286 DIN: 07799537

Place : Mumbai
Date : May 28, 2024

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31st, 2015.

1. FINANCIAL RESULTS

The Company's financial performance, for the financial year ended March 31,2015 is summarised as below:

STANDALONE

Rs (in lacs)

Revenue from operations(net) and other income 2489.13

Profit Before Tax (PBT) 81.72

Provision for tax (including previous year (20.70) deferred tax)

Profit After Tax (PAT) 61.02

Balance brought forward from previous year 402.73

Depreciation adjustment 19.18

Profit available for appropriations 444.58

Appropriation

Proposed Equity Dividend 64.50

Taxon Proposed Equity Dividend 12.90

General Reserve 1.00

Surplus Carried to next year's account 366.18

During the year under review, the turnover of the Company registered an increase of about 49% over the financial year 2013-2014 and 95% over the financial year 2012-2013. In short the turnover has almost doubled in last two years. On the other hand other income has declined due to reasons beyond management's control.

The market in the Europe and Middle East looks brighter and the Management's efforts to push the sales in Middle East is yielding better results. The increased activity and tighter control over the expenses has resulted into a net profit of Rs.81.72 lacs as against Rs.48.41 lacs in the preceding year.

The current year has begun on a good note and the Company expects further improvement in its performance.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.50 per share. Dividend if approved by the shareholders, at the Annual General Meeting, will absorb Rs. 64.50 Lacs.

3. RESERVES

The Board proposes to transfer Rs. 1 Lac to General Reserve.

5. CHANGE IN NATURE OF BUSINESS

The Company continues to undertake the garment activity and during the year under review there is no change in the nature of its business.

6. 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 between the end of the financial year and the date of the report.

7. SUBSIDIARY COMPANIES

The Company does not have any subsidiary/Associate Company.

8. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from a Company Secretary in Whole Time Practice confirming compliance forms an integral part of this report. Refer Annexure 'D1.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the annual return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure-A and forms an integral part of this report.

10. DIRECTORS

During the year under review there is no change in directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

As per provisions of Section 152 of the Companies Act, 2013, one third of the total strength of directors is required to retire by rotation at every Annual General Meeting and they can offer themselves for reappointment, if eligible. At present the total strength of Board of directors of the Company is Six Directors out of which four are Independent Director and two are executive director. All independent directors were appointed for a period of 5 years with effect from 1st April 2014. The executive directors namely Mr. Umesh M. Katre was appointed as Managing Director for a period of 3 years with effect from 1st November, 2012. Mrs. Seema U. Katre, the Whole Time Director was appointed fora period of 3 years with effect from 11th November, 2013.

Since the Independent directors are not required to be calculated for the purpose of determining the directors liable to retire by rotation and the executive director are appointed for a particular period as per the terms of employment, no directors are retiring by rotation at the forth coming Annual General Meeting.

11. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has designated / appointed following persons as Key Managerial Personnel:

Sr. No. Name of the Person Designation

1. Mr. Umesh M. Katre Chairman & Managing Director

2. Mr. Rohan U. Katre Chief Financial Officer

3. Mr. Pravin R Kokam Company Secretary*

*Appointed with effect from 29th May, 2015

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, execution and performance of the specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of meeting of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by Company are given in the notes to the financial statements.

15. WHISTLE BLOWER POLICY

The company has a whistle blower policy to report genuine concerns and grievances. The Whistle Blower Policy has been posted on the website of the company (www.spiceislandsapparelslimited.in).

16. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is available on the website of the Company.

17. RELATED PARTY TRANSACTION

All contracts / arrangement / transactions entered by the Company during the financial year with the related parties were in the ordinary course of business and on an Arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

The Policy of materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Company's website (www.spiceislandsapparelslimited.in).

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosure.

18.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

19. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

20. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

(c) that the directors 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;

(d) the annual accounts have been prepared on a going concern basis;

(e) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

21.STATUTORY AUDIT

Messrs T D Jain and D I Sakaria, Chartered Accountants, (Firm Registration No: 002491S) who are Statutory Auditors of the Company and holds office upto forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Messrs TD Jain and DI Sakaria that their appointment, if made, would be in conformity with the limits specified in the said Section.

22.COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Company had carried out audit of cost records for the year ended 31st March, 2014 and the Cost Audit Report for the financial year 2013-14 was filed with the Ministry of Corporate Affairs on 2nd January, 2015.

The Companies (Cost Records and Audit) Rules 2014, as notified with effect from 30th June, 2014 lays down in detail the rules for applicability of maintenance of cost records and the audit thereof. None of the criteria are applicable to the Company and accordingly no audit of the cost records is carried out for the year ended 31st March, 2015.

23.SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Messrs Nitesh Jain & Co., a firm of Company Secretaries in practice (C.RNo.8582) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure B and forms an integral part of the Report. It may be noted that with effect from 29th May, 2015 the Company has appointed Whole Time Company Secretary in terms of provisions of section 203 of the Companies Act, 2013. This replies to the observation of Secretarial Auditor. Except this there are no qualifications in Secretarial Audit Report.

24.INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place proper and adequate internal control systems commensurate with the nature of its business and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

25.RISK MANAGEMENT

During the year under review, steps were taken to identify and evaluate elements of business risk. Consequently a revised robust Business risk management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risk.

Some of the risks that the Company is exposed to are;

Financial Risks

The Company's policy is to actively manage its foreign exchange risk within framework laid down by the Company's forex policy approved by the Board.

Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest cost.

Commodity Price Risk

The Company is exposed to risks of price fluctuation of raw materials. The Company proactively manages these risks through inventory management and vendor loyalty practices. The Company's reputation for quality, product differentiation and service mitigates the impact of price risk on finished goods.

Regulatory Risk

The company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external audits. The Company continuously reviews the policies to avoid any statutory and regulatory risk.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The Company has initiated various measures including training and development activities to preserve the valuable employees and is liberal in pay package so as to give them the safety and dedication to the Company.

26.INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company does not have any employee (s) who are in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

27.CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not have any obligation to fulfill under corporate social responsibility as none of the criteria are applicable to the Company.

28.STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - C to this report.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

29. GENERAL

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

30. CAUTIONARY STATEMENT

Statements in the Director's Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principle markets, changes in Government regulations, Tax regime, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors, SPICE ISLANDS APPARELS LIMITED

PLACE : MUMBAI UMESH M. KATRE DATE : 29th May, 2015. (Chairman & Managing Director)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company for the year ended 31st March, 2014.

(Rs. in lacs) (Rs. in lacs) 2013-2014 2012-2013

FINANCIAL RESULTS

Sales & Operating Income 1617.41 1231.91

Other Income 123.01 55.29

Profit (Loss) before Taxation 48.41 (70.98)

Provision for Taxation - Current 0.11 -- Year (Nett)

Short / (excess) Provision 16.71 0.60 for Tax

Deferred Tax (11.33) 4.13

Profit after Taxation 42.92 (75.71)

Add : Balance brought forward 411.11 512.97 from previous year 454.03 437.26

APPROPRIATION

General Reserve 1.00 1.00

Proposed Dividend 43.00 21.50

Tax on distribution of dividend 7.30 3.65

Balance Profit carried forward 402.73 411.11

454.03 437.26

OPERATIONS

During the year under review, the turnover of the company registered an increase of about 31% over the previous year. Other income has also increased by about 122% over the previous year. This has helped the company to achieve profit of 48.41 lacs as against loss of 70.98 lacs in the preceding period.

The turnaround was mainly on account of breakthrough in the Middle East market as against the Company''s core market in Europe. This was first experience in a new market and the margin has been satisfactory. Going forward, this may turn out to be a potential growth area.

The current year has begun on a good note and the Company expects improvement in performance.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.00 per Share. Dividend, if approved by the shareholders, at the Annual General Meeting, will absorb Rs. 43.00 lacs.

TAXATION

Provision of Rs. 16.81 lacs is made to meet the liability for Tax (Nett).

DIRECTORS

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Your Company is seeking appointment of Mr. Carl V. Dantas, Mr. C.G. Patankar, Mr. Ashok G. Daryanani & Mr. Rahul L. Mehta as Independent Directors for Five consecutive years. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed, both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Mrs. Seema Katre''s continued association as a Whole time Director is in the interest of the Company, particularly for strengthening the back office functions and improved coordination amongst various functional heads. Her contribution for cost control and for improving efficiency at all levels is immense and hence the Board recommends her re-appointment as a WHOLE TIME DIRECTOR for a further period of three years. Suitable resolution is proposed in the forthcoming Annual General Meeting.

DIRECTORS RESPONSIBILITY

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and Fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the company for the year ended on 31st March, 2014.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report.

UNCLAIMED DIVIDEND FOR PREVIOUS YEAR''S

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September, 2, 2013 (date of last Annual General Meeting) on the Company''s website (www.spiceislandsapparelslimited.in), as also on the Ministry of Corporate Affairs, website.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company is permitted in dematerialized form in terms of notification issued by Securities and Exchange Board of India [SEBI]. Your Company has entered into agreements with National Securities Depository Ltd. [NSDL] & Central Depository Services India) Ltd. [CDSL], to enable shareholders to hold shares in dematerialized form. Since dematerialization facilitates quick share transfers and prevents forging of documents, those shareholders who have not opted for this facility are advised to dematerialize their shares with either of the Depositories.

PARTICULARS OF EMPLOYEES

The particulars required under section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rule, 1975 are not furnished since none of the employees of the Company are drawing remuneration in excess of the limit laid down under the said provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as required under the Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988, are set out in the annexure forming part of this Report.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate pursuant to provisions of Sec 383 A of the Companies Act, 1956 from a Secretary in Whole Time practice, M/s. Nitesh Jain & Co., in the prescribed form regarding the compliance of all the provisions of the said Act.

COST COMPLIANCE REPORT

As required by Notification 429E dated 3rd June 2011 issued by the Ministry of Corporate Affairs, the Company has obtained Cost Compliance Report from the Cost Accountants and field the same with the Central Government.

AUDITORS COMMENTS

Independent Auditors report to the Members does not contain any adverse remarks and as such no comments are required.

AUDITORS

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. T D Jain & D I Sakaria, Chartered Accountants, have furnished a certificate of their eligibility for re- appointment under section 224 (1B) of the Companies Act, 1956

NOMINATION

Articles of Association of the Company were suitably amended to permit nomination facility. Members of the Company are requested to avail themselves of the nomination facility.

COMPLIANCE WITH COMPANIES ACT, 2013

With effect from 1st April, 2014 most of the provisions of the Companies Act, 2013 as notified by Ministry of Corporate Affairs (''MCA'') are in force. The Statutory compliance done by the Company under the provisions of the Companies Act, 1956 requires review / modifications and should be made compliant with the New Companies Act. Keeping in mind the good practices followed by the Company in earlier years, several resolutions are proposed for approval by the members of the Company in the Annual General Meetings the details are available in the notice of Annual General Meeting and explanatory statement attached thereto.

Ordinary / Special resolution''s proposed for approval of members are detailed herein below.

SN. Particulars Remark

1. Appointment of Mr. Carl Mr. Carl V. Dantas was appointed V. Dantas as an independent director on 4th as an Independent November, 1995. Under provision of Director Section 149(10) of the Companies Act, 2013 he can hold office of director for a further period of 5 years if approved by shareholders of the Company. Having regard to be valuable experience Mr. Dantas has, it is in the interest of the Company that he holds the directorship of the Company for a further period of five years.

2. Appointment of Mr. Mr. Ashok G. Daryanani was appointed Ashok G. Daryanani as an independent director on 29th as an Independent October, 2003. Under provision of Director Section 149(10) of the Companies Act, 2013 he can hold office of director for a further period of 5 years if approved by shareholders of the Company. Having regard to be valuable experience Mr. Ashok G. Daryanani has, it is in the interest of the Company that he holds the directorship of the Company for a further period of five years.

3. Appointment of Mr. C. G. Mr. C.G. Patankar was appointed Patankar as an on 30th as an Independent Director January, independent director 2003. Under provision of Section 149(10) of the Companies Act, 2013 he can hold office of director for a further period of 5 years if approved by shareholders of the Company. Having regard to be valuable experience Mr. C.G. Patankar has, it is in the interest of the Company that he holds the directorship of the Company for a further period of five years.

4. Appointment of Mr. Mr. Rahul L. Mehta was appointed as Rahul L. Mehta as an an independent director on 29th Independent Director January, 2010. Under provision of Section 149(10) of the Companies Act, 2013 he can hold office of director for a further period of 5 years if approved by shareholders of the Company. Having regard to be valuable experience Mr. Rahul L. Mehta has, it is in the interest of the Company that he holds the directorship of the Company for a further period of five years

5. Reappointment of Mrs. Mrs. Seema U. Katre is associated Seema U. with the Company as whole time Katre as Whole Time director for past 3 years and having Director regard to the valuable contribution made by her in improving efficiency at all level she is reappointed as whole time director for further period of three years.

6. Authority to the Board Although the requisite authority was of Directors to sell granted to the board by the members /dispose off / create under provisions of section293(1)(a) charge on the assets of the Companies Act, 1956, the of the Company enabling resolution is proposed under provisions of section 180(1)(a) of the Companies Act, 2013.

7. Authority to the Board of Although the borrowing powers were Directors to borrow in granted to the board by the excess of paid up share members under provisions of section capital and free 293(1)(d) of the Companies Act, reserves 1956, the enabling resolution is proposed under provisions of section 180(1)(c) of the Companies Act, 2013.

8. Increasing the limits to Suitable authority to the board is makes loans / investments ought to be granted under provisions / provide of section 186 of the Companies Act, guarantees 2013. This will help the board to park the surplus fund of the Company in a profitable manner and / or to make strategic investment.

9. Approval of Remuneration The boards of directors have payable to Cost Auditors appointed M/s. Moorthy & Company LLP as Cost Auditors to conduct audit of the cost record of the Company for financial year ended 31.03.2014. Specific approval from members is required for payment of remuneration to the cost auditors under provisions of section 148 of Companies Act, 2013

10. Approval of Remuneration The boards of directors have payable to Cost Auditors appointed M/s. Moorthy & Company LLP as Cost Auditors to conduct audit of the cost record of the Company for financial year ending on 31.03.2015. Specific approval from members is required for payment of remuneration to the cost auditors under provisions of section 148 of Companies Act, 2013

11. Adoption of New Articles The present Articles of Association of Association is not in consonance with the provisions of Companies Act, 2013. The Article contains the references of Companies Act 1956 it is therefore considered expedient to wholly replace the existing article of Association with new set of Articles

12. Delisting of equity The equity shares of the Company shares of the company are not at all traded in Ahmadabad & from Ahmadabad & Pune It would therefore be advisable Stock Exchanges. to do away with Pune Stock Exchange the listing of equity shares from the said stock exchange.

13. ENABLING POWERS - buy Only enabling power from shareholders back of the Shares are sought, to permit the board of the Company of directors to decide on buy back of shares at an appropriate time. At present there is no concrete plan but in near future if opportunity permits the board may consider buying back some shares which will improve the share valuation, as the same is highly undervalued. As of now, there is no firmed up immediate plan to go for buy back.

Directors commend the above resolutions for approval of the shareholders.

APPRECIATION

Your Directors acknowledge with gratitude the co-operation extended by Bankers of the Company, Stock Exchange, SEBI, and other Government/ Semi Government Authorities.

Your Directors also wish hereby to place on record their appreciation of the efficient and loyal services rendered by all the staff and workmen of the company, without whose whole hearted efforts, the overall satisfactory performance would not have been possible.

The Board also thanks the Shareholders of the Company for their whole hearted support.

For and on behalf of the Board of Directors, SPICE ISLANDS APPARELS LIMITED

PLACE : MUMBAI UMESH M. KATRE DATE : 28th May, 2014. (Chairman & Managing Director)

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company for the year ended 31st March, 2013.

(Rs. in lacs) (Rs. in lacs) 2012-2013 2011-2012

FINANCIAL RESULTS

Sales & Operating Income 1231.91 1381.02

Other Income 55.29 84.90

Profit (Loss) before Taxation (70.98) 38.45

Provision forTaxation

- Current Year (Nett) 4.13 18.37

Short/(excess) Provision for Tax 0.60 (0.70)

Profit after Taxation (75.71) 20.79

Add: Balance brought forward from previous year 512.97 530.66

437.26 551.45

APPROPRIATION

General Reserve 1.00 1.00

Proposed Dividend 21.50 32.25

Tax on distribution of dividend 3.65 5.23

Balance Profit carried forward 411.11 512.97

437.26 551.44

OPERATIONS

The trend of decline in sales has continued even during the year 2012 - 13, although the percentage fall was much lower compared to the previous year (10.79% as against 26 %). To be precise, the turnover has declined to Rs. 1231.91 lacs as against Rs. 1381.02 lacs in the preceding year. It was difficult to maintain the turnover as certain factors such as prevailing economic situation in Europe, financial health of buyers, difficult entry in the US market etc. are beyond control of the Management. The recovery of claim amount from ECGCon account of failure of one of the company''s main customer was not sufficient and the company had to book bad debts of about 66.60 lacs. Unlike last year, the benefit on account of exchange gain is marginal as the currency has stabilized.

Thus the above factors have resulted in a net loss of 70.92 lacs as against a profit of 38.45 lacs in 2011-12. The loss would have been higher but for the tight control over expenses. Having regard to the fact that the Company has incurred loss but with a view not to disappoint shareholders in the 25th year of the Company, a modest dividend of Rs. 0.50 per share is recommended.

The current year would certainly see an increase in turnover & profitability, as order booking has improved.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.50 per Share. Dividend, if approved by the shareholders, at the Annual General Meeting, will absorb Rs. 21.50 lacs.

TAXATION

Provision of Rs. 4.72 lacs is made to meet the liability for Tax. DIRECTORS

Mr. Rahul Mehta retires by rotation and being eligible offers himself for re-appointment.

Mr. Umesh Katre''s continued association as s Managing Director is in the interest of the growth of the Company and suitable resolution is proposed in the forthcoming Annual General Meeting for his re-appointment for a further period of three years. The Board recommendsthe resolution.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Director''s confirm that :

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at 31st March, 2013 and of the loss of the company for the year ended on 31st March, 2013.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a certificate from the Practicing Company Secretary of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and AnalysisReportasstipulatedunderClause49oftheListing Agreementsare annexed to this Report.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company is permitted in dematerialised form in terms of notification issued by Securities and Exchange Board of India [SEBI], Your Company has entered into agreements with National Securities Depository Ltd. [NSDL] & Central Depository Services (India) Ltd. [CDSL], to enable shareholders to hold shares in dematerialized form. Since dematerialization facilitates quick share transfers and prevents forging of documents, those shareholders who have not opted for this facility are advised to dematerialize their shares with either of the Depositories.

PARTICULARS OF EMPLOYEES

The particulars required under section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rule, 1975 are not furnished since none of the employees of the Company are drawing remuneration in excess of the limit laid down under the said provisions.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as required under the Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988, are set out in the annexure forming part of this Report.

COMPLIANCE CERTIFICATE

Compliance Certificate obtained pursuant to provisions of Sec 383 A of the Companies Act, 1956 from a Secretary in Whole Time practice, M/s. Nitesh Jain & Co., in the prescribed form regarding the compliance of all the provisions of the said Act, is enclosed herewith.

COST COMPLIANCE REPORT

As required by Notification 429E dated 3rd June 2011 issued by the Ministry of Corporate Affairs, the Company has obtained Cost Compliance Report from the Cost Accountants and field the same with the Central Government.

AUDITORS COMMENTS

Independent Auditors report to the Members does not contain any adverse remarks and as such no comments are required. However, out of abundant caution, the Board explains the information provided in Annexure referred to para 1 of the said report.

a) Disputed dues (Clause 9~(c) of the Report on other legal and regulatory requirements): The Company has challenged the various demands at different levels with concerned authorities and is hopeful that this will be reduced considerably once the appeal orders are received. Besides, the Company has obtained legal opinion and at present no provision is required for the disputed demands.

b) Cash loss (Clause 10 of the Report on other legal and regulatory requirements):

On account of reduction in turnover and the fact that a substantially large amount was to be provided towards bad debts, the Company did suffer cash loss during the year under review. The issue is addressed at a different level and attempts are being made to recover all fixed and variable costs. The resources of the Company are judicially utilised and the Board is of the opinion that the Company will certainly be able to do away with cash losses during the current financial year.

AUDITORS

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. T D Jain & D I Sakaria, Chartered Accountants, have furnished a certificate of their eligibility for re- appointment under section 224 (IB) of the Companies Act, 1956

NOMINATION

Articles of Association of the Company were suitably amended to permit nomination facility. Members of the Company are requested to avail themselves of the nomination facility.

APPRECIATION

Your Directors acknowledge with gratitude the co-operation extended by Bankers of the Company, Stock Exchange, SEBI, and other Government/Semi Government Authorities.

Your Directors also wish hereby to place on record their appreciation of the efficient and loyal services rendered by all the staff and workmen of the company, without whose whole hearted efforts, the overall satisfactory performance would not have been possible.

The Board also thanks the Shareholders of the Company for their whole hearted support.

For and on behalf of the Board of Directors,

SPICE ISLANDS APPARELS LIMITED

PLACE :MUMBAI UMESH M. KATRE

DATE : 28th May, 2013. (Chairman & Managing Director)

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company for the year ended 31st March, 2012.

(Rs. in lacs) (Rs. in lacs)

2011-2012 2010-2011

FINANCIAL RESULTS

Sales & Operating Income 1430.73 1943.40

Other Income 37.52 53.34

Profit before Taxation 38.78 176.60

Provision for Taxation - Current Year (Nett) 18.70 66.61

Short / (excess) Provision for Tax (0.70) 1.46

Profit after Taxation 20.79 108.53

Add : Balance brought forward from previous year 530.66 482.27

551.45 590.80

APPROPRIATION

General Reserve 1.00 10.00

Proposed Dividend 32.25 43.00

Tax on distribution of dividend 5.23 7.14

Balance Profit carried forward 512.96 530.66

551.44 590.80

OPERATIONS

Sales & operating income has declined by about 26% over the previous year i.e. from Rs. 1943.40 lacs to Rs. 1430.73 lacs. Restricting the fall to his level itself was a challenge as the major customer area of the company, the European markets as all of us are aware, are in a state of turmoil and severe recession. Given the negative outlook, the company found it difficult to accept business from probable customers for want of credit worthiness or risk insurance. Under these circumstances the Management had little choice but to restrict business to financially healthy customers, whose own order books were slack due to low demand and also a reluctance on their part to hold higher inventories. We expect this type of dismal scenario to continue, if not worsen, in the year ahead.

Resultant depression of the Western market has had its toll on retail businesses and in one such instance, a major retail chain store client of one of the company's UK based customer filed for liquidation which resulted in our customer facing severe financial issues & thereby necessitating the company of having to file its first ever insurance claim with the Export Credit Guarantee Corporation. On account of this filing and based on procedure, a certain percentage of the claim as stipulated requires to be written off as bad debts. Same has been provided for, bringing further pressure on pre and post tax profitability.

As has been stated, the year gone by has seen severe recessionary trend in the Western market with no positive signs of recovery in the forthcoming year and on the other hand on the home front cost of production is steadily rising on account of double digit inflationary trend resulting in escalation of salaries and wages, transport cost, energy costs all of which are key elements in our price structure. The result of all these pressures are reflected in the lower margins and thereby the operating results.

Given the dismal scenario, the forthcoming financial year which itself has begun on an extremely weak note is unlikely to strengthen and therefore the Management of your company will strive to explore new markets and better manufacturing avenues and hope to achieve reasonable results.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.75 per Share. Dividend, if approved by the shareholders, at the Annual General Meeting, will absorb Rs. 32.25 lacs.

TAXATION

Provision of Rs. 13.89 lacs is made to meet the liability for Tax.

DIRECTORS

Mr. AshokG. Daryanani retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Director's confirm that :

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at 31 st March, 2012 and of the Profit of the company for the year ended on 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a certificate from the Practicing Company Secretary of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company is permitted in dematerialized form in terms of notification issued by Securities and Exchange Board of India [SEBI]. Your Company has entered into agreements with National Securities Depository Ltd. [NSDL] & Central Depository Services India Ltd. [CDSL], to enable shareholders to hold shares in dematerialized form. Since dematerialization facilitates quick share transfers and prevents forging of documents, those shareholders who have not opted for this facility are advised to dematerialize their shares with either of the Depositories.

PARTICULARS OF EMPLOYEES

The particulars required under section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rule, 1975 are not furnished since none of the employees of the Company redrawing remuneration in excess of the limit laid down under the said provisions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as required under the Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988, are set out in the annexure forming part of this Report.

COMPLIANCE CERTIFICATE

Compliance Certificate obtained pursuant to provisions of Sec 383 A of the Companies Act, 1956 from a Secretary in Whole Time practice, Mr. P. V. Ramaswamy, in the prescribed form regarding the compliance of all the provisions of the said Act, is enclosed herewith.

AUDITORS

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. T D Jain & D I Sakaria, Chartered Accountants, have furnished a certificate of their eligibility for re-appointment under section 224 (1B) of the Companies Act, 1956

NOMINATION

Articles of Association of the Company were suitably amended to permit nomination facility. Members of the Company are requested to avail themselves of the nomination facility.

APPRECIATION

Your Directors acknowledge with gratitude the co-operation extended by Bankers of the Company, Stock Exchange, SEBI, and other Government/Semi Government Authorities.

Your Directors also wish hereby to place on record their appreciation of the efficient and loyal services rendered by all the staff and workmen of the company, without whose whole hearted efforts, the overall satisfactory performance would not have been possible.

The Board also thanks the Shareholders of the Company for their whole hearted support.

For and on behalf of the Board of Directors,

SPICE ISLANDS APPARELS LIMITED

PLACE : MUMBAI UMESH M. KATRE

DATE : 30th May, 2012 (Chairman & Managing Director)

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report of the Company for the year ended 31st March, 2010.

(Rs. IN LACS) (Rs. IN LACS)

2009-2010 2008-2009

FINANCIAL RESULTS

Sales & Operating Income 2039.36 1441.40

Other Income 165.23 125.12

Profit before Taxation / Extra Ordinary item 390.47 191.95

Provision for Taxation - Current Year 60.92 1.46

Excess Provision for Tax (0.43) (0.50)

Profit after Taxation 329.98 193.91

329.98 193.91

APPROPRIATION

General Reserve 20.00 10.00

Proposed Dividend 64.50 43.00

Tax on distribution of dividend 10.96 7.31

Balance Profit carried forward 234.52 133.60

329.98 193.91

OPERATIONS

Continuing the trend of increase in turnover, the sales and operating income increased by approx 42% (previous year 8%) to Rs. 2039.37 lacs as against Rs. 1441.40 lacs in the previous year. This was achieved despite the global downturn affecting all the markets. The main reason towards the better results achieved by the Company purely rests on the abilities of the overseas agents appointed and their having channelized business of stable & profit worthy clients to the Company and at the same time ensuring that the debtor book remains under control.

The knitwear division continues to hold the key and contributes about 72% of the turnover. With the increase in turnover, profitability has increased more than 100% over the previous year. Prudent utilization of resources, re-grouping of product mix coupled with apportionment of fixed cost over greater turnover has paid rich dividends. Apart ftom the operating profits achieved from the core business, the Company also gainfully utilized its surplus funds in a mix of deposits and market operations which also added a fair amount to the bottom-line. Conservative approach of write-off of Irrecoverable advance of Rs. 68.04 lacs in the previous year has also been instrumental in uplifting the profit as the advance are recovered in the form of shares of a certain company. Overall, the profit before tax works out to Rs. 390.47 lacs as against Rs. 191.95 lacs in the preceding year. The profit achieved is lower by approx Rs. 73.80 lacs as the last quarter resulted in a forex loss of approx Rs. 31.68 lacs on account of fall in value of foreign currency as well as the Company having paid its employees a performance bouns of Rs. 17.12 lacs and also having given a donation of Rs. 25 lacs for a worthy cause as per the wishes expressed by the members in the last Annual General Meeting.

The current calendar year began with upheavals in European currencies on account of uncertainties on the financials of three or four members of the European Union. This has resulted in a significant downward pressure on the two principal currencies in which your Company trades i.e. GBP and Euro. Added to this , the last six months have seen increased speculation in the cotton and cotton yarn markets resulting in the yarn and fabric prices firming up by approx 20%. Thus the downward pressure on the foreign exchange aspect with added price increase in the principle raw material would probably lead to a difficult year ahead in terms of margins and perhaps even in achieving planned targets. Nevertheless the management will make all afforts in keeping the Companys operations under control so as to reduce the negative impact as far as possible.

In keeping with the streamlining of the Companys operations & structure, the Board has decided to do away with the subsidiary company as it is not contributing in any significant manner.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.50 per Share. Dividend, if approved by the shareholders, at the Annual General Meeting, will absorb Rs. 64.50 lacs.

TAXATION

Provision of Rs. 68,50,000/- is made to meet the liability for Tax.

DIRECTORS

During the year under review, Mr. Rahul Lalbhai Mehta was co-opted as an Additional Director of the Company. The Board recommends his appointment as a Director in the forthcoming Annual General Meeting.

Mr. Karl Dantas retires by rotation and being eligible, offers himself for re-appointment.

Mr. Umesh Katres continued association as a Managing Director is in the interest of the growth of the Company and suitable resolution is proposed in the forthcoming Annual Meeting for his reappointment for a further period of three years. The Board recommends the resolution.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that :

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give true and faire view of the state of affairs of the company as at 31st March, 2010 and of the Profit of the company for the year ended on 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on the Corporate Governance Code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreements are annexed to this Report.

DEPOSITORY SYSTEM

Trading in Equity Shares of your Company is permitted in dematerialised form in terms of notification issued by Securities and Exchange Board of India [SEBi]. Your Company has entered into agreements with National Securities Depository Ltd. [NSDL] & Central Depository Services (India) Ltd. [CDSL] to enable shareholders to hold shares in dematerialized form. Since dematerialization facilitates quick share transfers and prevents forging of documents, those shareholders who have not opted for this facility are advised to dematerialize their shares with either of the Depositories.

SUBSIDIARY COMPANY

A statement under section 212 of the Companies Act, 1956 is enclosed.

PARTICULARS OF EMPLOYEES

The particulars required under section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rule, 1975 are not furnished since none of the employees of the Company are drawing remuneration in excess of the limit laid down under the said provisions.

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details as required under the Companies (disclosure of particulars in the Report of Board of Directors) Rules 1988, are set out in the annexure forming part of this Report.

COMPLIANCE CERTIFICATE

Compliance Certificate obtained pursuant to provisions of Sec 383 A of the Companies Act, 1956 from a Secretary in Whole Time practice, Mr. P. V. Ramaswamy, in the prescribed form regarding the compliance of all the provisions of the said Act, is enclosed herewith.

AUDITORS

Members are requested to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. Ostawal & Jain, Chartered Accountants, have furnished a certificate of their eligibility for re-appointment under section 224 (1B) of the Companies Act, 1956.

NOMINATION

Articles of Association of the Company were suitably amended to permit nomination facility. Members of the Company are requested to avail themselves of the nomination facility.

APPRECIATION

Your Directors acknowledge with gratitude the co-operation extended by Bankers of the Company, Stock Exchange, SEBI, and other Government/ Semi Government Authorities.

Your Directors also wish hereby to place on record their appreciation of the efficient and loyal services rendered by all the staff and workmen of the company, without whose whole hearted efforts, the overall satisfactory performance would not have been possible.

For and on behalf of the Board of Directors,

SPICE ISLANDS APPARELS LIMITED

PLACE : MUMBAI UMESH M. KATRE

DATE :21st MAY, 2010. (Chairman & Managing Director)

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Directors Report of Spice Islands Industries Ltd.

1. FINANCIAL RESULTS AND OPERATIONS:

FINANCIAL PERFORMANCE

2. TRANSFER TO RESERVES

3. FINANCIAL STATEMENTS

4. SHARE CAPITAL

5. DIVIDEND

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

e. EV Business

7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY

8. CHANGE IN NATURE OF BUSINESS

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

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

11. CORPORATE GOVERNANCE

12. EXTRACT OF ANNUAL RETURN

14. BOARD OF DIRECTORS

Note -

I. KEY MANAGERIAL PERSONNEL (KMP)

15. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

Note -

B. NOMINATION AND REMUNERATION COMMITTEE:

Note -

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

D. MEETING OF INDEPENDENT DIRECTORS:

16. DECLARATION BY INDEPENDENT DIRECTORS

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATIONPOLICY

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

22. DIRECTORSâ RESPONSIBILITY STATEMENT

23. AUDITORS

Boardâs Response and Corrective Action:

24. PERSONNEL AND RELATED DISCLOSURES

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

26. BUSINESS RESPONSIBILITY REPORT

27. RISK MANAGEMENT

28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

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

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

31. HUMAN RESOURCES & INDUSTRIAL RELATIONS

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

33. EMPLOYEE STOCK OPTION

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSANDOUTGO

35. CODE OF CONDUCT

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

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

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

39. COMPLIANCE WITH SECRETARIAL STANDARDS

41. GREEN INITIATIVE

Shareholder Action Points

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

43. APPRECIATION AND ACKNOWLEDGEMENTS

1. FINANCIAL RESULTS AND OPERATIONS

FINANCIAL PERFORMANCE

2. TRANSFER TO RESERVES

3. FINANCIAL STATEMENTS

4. SHARE CAPITAL

5. DIVIDEND

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i. Global Economy Overview

b. Indian Economy Overview

c. Indian Power Sector Overview

d. Renewable Energy Sector

e. Indian Wind Energy Sector

f. Opportunities of Wind Energy in India

g. SWOT Analysis

Strength

Weaknesses

Opportunities

Threats

h. Our Proposed Solar Business

I. Human Resources

j. Internal Controls and adequacy

k. Managementâs Responsibility Statement

l. Cautionary Statement

7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY

8. CHANGE IN NATURE OF BUSINESS

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

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

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

22. DIRECTORSâ RESPONSIBILITY STATEMENT

Boardâs Response and Corrective Action:

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

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

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

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

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

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

k. Managementâs Responsibility Statement

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

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

22. DIRECTORSâ RESPONSIBILITY STATEMENT

29. PARTICULARS OF CONTRACTS OR ARRANGEM ENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COM PANIES ACT, 2013

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

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

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

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