To,

The Members,

Your Directors have pleasure in presenting the Thirty-Eight Annual Report on the business and operations of the

Company along with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS AND OPERATIONS:

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

During the financial year under review, the Company delivered a robust financial performance, driven by a

significant increase in business operations and improved operational efficiency.

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

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

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

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

2. TRANSFER TO RESERVES

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

3. FINANCIAL STATEMENTS

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

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

4. SHARE CAPITAL

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

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

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

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs. 4,30,00,000/- divided into 43,00,000 equity shares of Rs. 10/- each to Rs. 6,23,33,240/- divided into 62,33,324 equity shares of Rs. 10/- each.

The Company has obtained the requisite listing and trading approvals from BSE Limited for the aforesaid 19,33,324 equity shares, and the said shares have been admitted for trading on BSE. The equity shares allotted pursuant to the conversion rank paripassu in all respects with the existing equity shares of the Company, including entitlement to dividend and other corporate benefits, and are subject to the applicable lock-in requirements prescribed under the SEBI (ICDR) Regulations, 2018.

5. DIVIDEND

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

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

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

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

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

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

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

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

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

Profit Before Tax increased to Rs. 564.73 lakh during FY 2025-26 from Rs. 112.70 lakh in the previous

year, reflecting improved operational performance and effective cost management.

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

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

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

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

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

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

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

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

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

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

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

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

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

? Growing demand for processed food and branded food products. ? Continued recovery and expansion of the hospitality sector. ? Increasing adoption of electric mobility solutions.

? Expansion into the edible oil industry through strategic diversification.

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

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

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

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

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

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

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

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

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

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

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

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 expanded the scope of its business operations by amending Clause III (A) – Main Objects of its Memorandum of Association ("MoA") to enable it to undertake business activities in the Edible Oil segment.

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

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

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

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

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

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.

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

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

? Paid-up equity share capital d" Rs. 10 crore, and

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

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

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

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

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.

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

Note –

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

August 14, 2025

ii. Mr. Dipesh Dalvi was appointed as an Additional Director in the capacity of Non-Executive Independent

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

iii. @Mrs. NituVishwakarma was appointed as an Additional Director in the capacity of Non-Executive

Independent Director with effect from May 20, 2026, pursuant to the provisions of the Companies Act, 2013.

iv. $Dr. HuzaifaHabilKhorakiwala was appointed as an Additional Director in the capacity of Non-Executive

Director and Chairman with effect from June 10, 2026, pursuant to the provisions of the Companies Act, 2013.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14, 2025 and consequently ceased to be an Independent Director of the Company.

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

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

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

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

? the performance of the Committees of the Board; and

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

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

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

(Non- Executive & Independent) Member

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

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

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.

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

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

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

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

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

• the Board as a whole;

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

• individual Directors.

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

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

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

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

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.

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,Giriraj Bang & Co, Chartered Accountants (Membership Number: 133898W), was appointed as Statutory Auditors of the Company by the Shareholders at their Annual General Meeting held on August 19, 2024, to hold office for a period of five years, from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2029.

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

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

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

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

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

The Secretarial Audit Report contains the following observation:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Whistle-Blower Policy is available on the Company's website at:

http://www.spiceislandsapparelslimited.in/.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Number of complaints received: Nil

• Number of complaints disposed: Nil

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

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

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

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

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.

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

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

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

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

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

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

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

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

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.

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

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

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

• SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 (13 May 2022), the Company is exempt from printing and dispatching physical copies of its Annual Report.

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

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

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

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

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

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

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

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

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

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

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.