The Directors of your Company are pleased to present the 21st Annual Report on the business and operations of the Company
together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2026.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31st March, 2026 is summarised below:

(in Million)

Review of Operations:Garment Division

During FY 25-26, the Garment Division remained the core
business of S.P. Apparels Limited and continued to deliver
growth while navigating short-term disruption in the global
apparel market.

On a standalone basis, revenue from operations stood at Rs.

11.134.4 million, while adjusted operational revenue stood
at Rs. 11,007.2 million. Adjusted EBITDA increased to Rs.

1.813.4 million, with an adjusted EBITDA margin of 16.5%,
and profit after tax stood at Rs. 878.42 million.

The integrated operating model, including spinning and
dyeing, continued to support quality consistency, delivery

reliability and supply chain control. This remains particularly
important in infants and kids wear, where compliance and
product safety standards are stringent. The Spinning Division
and Processing Division continued to operate efficiently and
supported overall margin performance during the year.

Young Brand Apparel Private Limited

Young Brand Apparel Private Limited remains strategically
important for the Group and strengthens the Company’s
position in intimate wear exports with marquee global
customers. For FY 25-26, Young Brand reported adjusted
operational revenue of Rs. 3,212.6 million and adjusted
EBITDA of Rs. 492.3 million.

The business was impacted during the year due to its higher
exposure to US customers and tariff-related developments,

which temporarily disrupted order booking. The Company
provided calibrated commercial support to maintain
customer continuity. With the situation stabilizing and
demand reviving, the subsidiary is expected to benefit from
improving customer engagement.

Young Brand Global Private Limited

Young Brand Global Private Limited is a wholly owned
subsidiary of Young Brand Apparel Private Limited and a step-
down subsidiary of S.P. Apparels Limited. The company is
engaged in the manufacturing and export of garments.

S.P. Retail Ventures Limited

FY 25-26 was a challenging year for the retail sector, with
inflation and higher interest costs continuing to place
pressure on industry performance. Despite these challenges,
S.P. Retail Ventures Limited reported revenue of Rs.

715.4 million for FY 25-26 and demonstrated meaningful
improvement in operating performance.

A key milestone during the year was that the Retail division
reported positive EBITDA, reflecting better execution,
cost discipline and control. Retail EBITDA losses reduced
materially to Rs. 6.1 million in FY 25-26 as compared with
Rs. 68.4 million in FY 24-25.

S.P. Apparels (UK) Limited

S.P. Apparels (UK) Limited reported meaningful improvement
during FY 25-26 and turned EBITDA positive as scale and
operating leverage improved. The business reported
operational revenue of Rs. 870.4 million. EBITDA for FY 25-26
was positive at Rs. 11.0 million.

The UK business has also strengthened its commercial
position. The Company continues to build its customer base,
including two anchor customers, and is adding new customers
to support revenue growth and margin improvement in the
coming years.

S.P. Apparels International (Private) Limited

S.P. Apparels International (Private) Limited, the Sri Lankan
subsidiary of the Company, is a key strategic initiative and

an important part of the Group’s next phase of growth.
Sri Lanka strengthens the Company’s manufacturing
footprint, improves geographic diversification and reduces
concentration risk.

The first factory operations in Sri Lanka commenced from
April 2025, and the Company is progressing towards scaling
the operations to four factories within 12 months. During
FY26, the Sri Lanka operations achieved approximately
Rs. 450 million of FOB export top line within the first year of
operations.

OPERATIONS

The Company achieved a total revenue of Rs. 11202.10
Million as against Rs. 9890.06 Million in the previous year. The
Company’s Profit Before Tax is Rs. 1196.35 Million during the
year, as compared to Rs. 1117.47 Million in the previous year,
with an increase of 7.06% over the last year. The Company
earned a Net Profit of Rs. 878.42 Million, as against a Net
Profit of Rs. 835.32 Million in the previous year.

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2026.

DIVIDEND

The Board of Directors of your Company is pleased to
recommends a dividend of Rs.3/- per Equity Share having a
face value of Rs.10/- each (30%) on the paid up Equity Share
Capital of Rs.251.39 Million for the financial year ended on
31st March 2026 aggregating to Rs. 75.42 Million. The payment
of dividend is subject to approval of the shareholders at the
21st Annual General Meeting (‘AGM’) of the Company.

In view of the provisions made under the Income Tax Act,
2025, dividend paid or distributed by the Company shall
be taxable in the hands of the shareholders. Your Company
shall, accordingly, make the payment of the dividend after
deduction of tax at source at appropriate rates applicable to
resident and non-resident shareholders as the case may be.

As per the requirements of Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and SEBI notification no. SEBI/LAD/NRO/GN/2016-
17/008 dated 8th July 2016, the Company has formulated a
Dividend Distribution Policy which has been duly approved by
the Board of Directors. A copy of the Dividend Distribution
Policy is available on the Company’s website: https://
www.s-p-apparels.com/wp/wp-content/uploads/bsk-pdf-
manager/2025/05/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES & SURPLUS

The Company has not transferred any amount to the General
Reserve during the year under review. During the year under
review, the company has transferred Rs. 878.42 Million to
Retained Earnings under the head Other Equity.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

As required under the provisions of Section 125 and other
applicable provisions of Companies Act, 2013 (hereinafter
“the Act”), dividend that remains unpaid/ unclaimed for a
period of seven years, are to be transferred to the account
administered by the Central Government viz: Investor
Education and Protection Fund (“IEPF”).

Accordingly, the company has transferred Rs. 4,546.50/-
to the IEPF pertaining to the financial year 2017-18, that
remained unpaid or unclaimed for seven consecutive years.
However, no shares were required to be transferred to the
IEPF during the year under review.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.
47,25,00,000/- divided into 4,72,50,000 equity shares of Rs.
10/- each

During the financial year under review, the Company has
allotted 46,283 Equity Shares of face value of Rs. 10/- each
fully paid up, pursuant to the exercise of stock options by
eligible employees under the SPAL Employee Stock Option Plan
2024, in accordance with Section 62(1)(b) of the Companies
Act, 2013 read with Rule 12 of the Companies (Share Capital
and Debentures) Rules, 2014 and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021. The
said equity shares rank pari passu in all respects with the
existing equity shares of the Company.

Consequent to the aforesaid allotment, the Issued, Subscribed
and Paid-Up Share Capital of the Company has been increased
from Rs. 25,09,26,000/- to Rs. 25,13,88,830/- comprising of
2,51,388,83 equity shares of face value of Rs. 10/- each as
on March 31, 2026.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year
2025-26 as required under Section 92(3) of the Companies Act,
2013 is available on the website of the Company at the link
https://www.s-p-apparels.com/wp/shareholders-information/

CAPITAL EXPENDITURE

As on 31st March, 2026, the gross fixed assets and Intangible
Assets block stood at Rs. 8916.26 Million and net fixed assets
and Intangible Assets block at Rs. 4901.42 Million. Additions
to Fixed Assets during the year amounted to Rs. 1003.96
Million.

BOARD AND COMMITTEE MEETINGS

The details of meetings of Board of Directors and Committees
thereof and the attendance of the Directors in such meetings
have been enumerated in the Corporate Governance Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL
STANDARDS

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards. Such systems are found to be adequate and are
operating effectively. The Company has duly complied with
Secretarial Standards issued by the Institute of Company
Secretaries of India in respect of the meeting of the Board of
Directors (SS-1) and General Meetings (SS-2).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, with respect to Directors’ Responsibility
Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no
material departures from those standards;

(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 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 the Companies Act, 2013 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;

(e) the directors laid down internal financial controls to be
followed by the Company and such internal financial controls
were adequate and operating effectively and

(f) 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.

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

There were no instances of frauds identified or reported
by the Statutory Auditors during the course of their audit
pursuant to Section 143(12) of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as stipulated in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that their name is included in the data
bank as per Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

Based on the confirmation / disclosures received from the
Directors and on the evaluation of the Board, the Independent
Directors have complied with the Code for Independent

Directors prescribed in Schedule IV to the Companies Act,
2013 and also complied with the Code of Conduct for
directors and senior management personnel formulated by
the company.

STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent
Directors during the year 2025-26 and opined that the
integrity, expertise and experience (including proficiency) of
the Independent Directors is satisfactory.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT,
PAYMENT OF REMUNERATION AND OTHER MATTERS
PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT,
2013

The Company pursuant to the provisions of Section 178 of the
Companies Act, 2013 and in terms of Regulation 19(4) of the
SEBI Listing Regulations has formulated a policy on Nomination
and Remuneration for its Directors, Key Managerial Personnel
and senior management. The Nomination and Remuneration
Policy of the Company can be accessed on the Company’s
website at the link https://www.s-p-apparels.com/wp/wp-
content/uploads/bsk-pdf-manager/2025/05/NOMINATION-
AND-REMUNERATION-POLICY-10-02-2025.pdf

COMMENTS ON AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks
or disclaimers made by ASA & Associates LLP, Statutory
Auditors in their report.

Further, there are no qualifications, reservations or adverse
remarks or disclaimers made by MDS & Associates LLP,
Secretarial Auditors in their report

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1)
OF SECTION 148 OF THE COMPANIES ACT, 2013

The maintenance of cost record as specified by the Central
Government under Section 148(1) of the Companies Act,
2013 is applicable to the Company and accordingly the cost

accounts and records have been made and maintained. The
Company is, however, not required to have its cost records
audited under Rule 4 of the Companies (Cost Records and
Audit) Rules, 2014, as it qualifies for the exemption prescribed
thereunder

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has given loans, provided guarantees and made
investments and complied with the provisions of section 186
of the Companies Act 2013 and as required therein the details
of the loans given, guarantees provided and investments
made are annexed by way of notes to accounts. However,
the Company has not provided Securities in connection with
a loan to any other Body Corporate or person during the year
under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions entered into with related parties as defined
under the Companies Act, 2013 and Regulation 23 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations,
2015 (as amended) during the financial year 2025-26 were in
the ordinary course of business and on an arm’s length basis
and not material in nature and thus a disclosure in Form AOC-
2 is not required.

The Policy on Related Party Transactions as approved by the
Board of Directors of the Company has been uploaded on
the Company’s website and may be accessed through the
link at https://www.s-p-apparels.com/wp/wp-content/

uploads/bsk-pdf-manager/2026/04/RPT-Policy-amended-
dt.-11.02.2026.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

Subsequent to the close of the financial year and up to the
date of this Report, the Board of Directors, at its meeting held
on 11th August 2026, approved the proposal for subdivision/
stock split of the equity shares of the Company from one
equity share of Rs.10/- each into 5 Equity Shares of Rs.2/-
each, subject to the approval of the shareholders and such

other statutory/regulatory approvals as may be required.
The proposed sub-division will not result in any change in
the total Authorised, Issued, Subscribed, and Paid-up Share
Capital of the Company. Only the number of equity shares
and their respective face values will stand altered.

Consequent to the aforesaid sub-division (stock split), the
outstanding stock options under the SPAL Employee Stock
Option Plan 2024 (“SPAL ESOP 2024”) shall stand automatically
adjusted on a proportionate basis, such that the aggregate
paid-up value of the equity shares underlying the outstanding
stock options remains unchanged.

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

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings and outgo
as required under section 134(3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure-A and is attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Committee has formulated a Risk Management Policy for
dealing with different kinds of risks which it faces in day-
to-day operations of the Company. The Risk Management
Policy of the Company outlines different kinds of risks
and risk mitigating measures to be adopted by the Board.
The Company has adequate internal control systems and
procedures to combat the risk. The Risk management
procedure is reviewed by the Audit Committee and Board
of Directors on a Quarterly basis at the time of review of
Quarterly Financial Results of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The Corporate Social Responsibility Committee has
formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) indicating the
activities to be undertaken by the Company as specified in

Schedule VII of the Companies Act, 2013, which has been
approved by the Board. For other details regarding the CSR
Committee, refer to the Corporate Governance Report,
which is a part of this report. The annual report on CSR
activities is annexed in Annexure-B herewith. The CSR policy
may be accessed on the Company’s website http://www.s-
papparels.com/assets/img/docs/CSR%20Policy.pdf.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN
PERFORMANCE, ITS COMMITTEE AND OF THE INDIVIDUAL
DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board of Directors evaluated the
performance of the Board, having regard to various
criteria such as Board composition, Board processes,
Board dynamics etc. The Independent Directors, at their
separate meetings, also evaluated the performance of non¬
independent directors and the Board as a whole based on
various criteria. The performance of each independent
Director was evaluated by the entire board of directors on
various parameters like engagement, leadership, analysis,
decision making, communication, governance etc. The Board
and the Independent Directors were of the unanimous view
that performance of the Board of Directors as a whole was
satisfactory.

The performances of all the Committees were evaluated by
the Board having regard to various criteria such as committee
composition, committee processes, committee dynamics,
degree of fulfillment of key responsibilities, effectiveness
of meetings etc. The Board was of the unanimous view
that all the committees were performing their functions
satisfactorily.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Smt.
Sundararajan Latha (DIN: 00003388) Director retires by rotation
at the ensuing Annual General Meeting and being eligible,
offers herself for re-appointment. Accordingly, the necessary
resolution seeking approval of the members for her appointment
as a Director of the Company has been included in the Notice
convening the Annual General Meeting of the Company.

The members of the Company by means of Postal Ballot dated
9th April 2025 approved the appointment of Mr. Ravishankar
Balaraman as an Independent Director of the Company for
the 1st term of consecutive 5 years with effect from 7th
March 2025 and also approved the re-appointment(s) of Mr.
Sundararajan Chenduran and Mrs. Sundararajan Shantha as
Joint Managing Director(s) of the Company with effect from
11th August 2025.

The members of the Company at the Annual General Meeting
held on 1st September 2025 approved the re-appointment of
Mr. Sundararajan Perumal Mudaliar as Chairman and Managing
Director of the Company for a further period of 3 years
with effect from 21st November 2025 and continuation as
Managing Director upon his attaining the age of 70 (seventy)
years during his term of office, and further approved the
re-appointment(s) of Mrs. Harihara Sharma Lakshmi Priya
and Mr. Chathamur Raman Rajagopal as Non - Executive
Independent Director(s) of the Company for the 2nd term of
five consecutive years with effect from 2nd September 2025.

During the year under review, based on the recommendation
of Nomination and Remuneration Committee, the Board of
Directors appointed Mr. Srinivas Chidambaram (DIN: 00514665)
as an Additional Director in the capacity as an Independent
Director of the Company with effect from 12th November
2025 and recommended to the members for appointment as
Independent Director of the Company for the first term of
consecutive Five (5) years with effect from 12th November
2025. Subsequently, the same was approved by the members
by means of Postal Ballot dated 27th December 2025.

Mr. A.S. Anand Kumar, (DIN: 00058292), retired as Independent
Director on 12th November 2025 consequent to completion
of his second term of consecutive five years. The Board of
Directors placed on record its sincere appreciation for the
invaluable services rendered by him during his tenure.

The Nomination and Remuneration Committee, the Audit
Committee and the Board of Directors at their respective
meetings held on 11th February 2026 has recommended and
approved the re-appointment of Smt. Sundararajan Latha
(DIN: 00003388) as Executive Director of the Company for a
further period of 3 years with effect from 16th August 2026

and the same was approved by the members subsequently by
means of Postal Ballot dated 21st March 2026.

Key Managerial Personnel of the Company as required
pursuant to Section 2 (51) and 203 of the Companies Act,
2013 are:

Mr.P.Sundararajan - Chairman and Managing Director.

Mrs.S.Latha - Executive Director

Mr.S.Chenduran - Joint Managing Director

Mrs.S.Shantha - Joint Managing Director

Mr.V.Balaji - Chief Financial Officer and

Mrs.K.Vinodhini - Company Secretary.

SUBSIDIARIES, JOINT VENTURESAND ASSOCIATE COMPANIES.

The Company has Six subsidiaries viz. Crocodile Products
Private Limited, S.P.Apparels (UK) Private Limited, S.P Retail
Ventures Limited, Young Brand Apparel Private Limited, Young
Brand Global Private Limited and S.P Apparels International
Private Limited.

The consolidated financial statements of the company and its
subsidiaries were prepared in accordance with the applicable
accounting standards & have been annexed to the Annual
Report.

The annual accounts of the subsidiary companies are
posted on the website of the Company viz. https://www.s-
p-apparels.com/wp/shareholders-information/ and will
also be kept open for inspection by any shareholder at the
Registered Office of the Company.

A report containing the salient features of the subsidiaries
as required under Section 129(3) of the Companies Act, 2013
has been annexed herewith in Form AOC - 1 and is attached
as Annexure-C to this report.

Young Brand Apparel Private Limited and Young Brand Global
Private Limited are the Material Subsidiaries of the Company
based on the financials for the year ended 31st March 2025.
The Company has formulated a Policy for determining
Material Subsidiaries. The Policy may be accessed at:
http://www.s-p-apparels.com/wp/wp-content/uploads/
bsk-pdf-manager/ 2025/05/Policy-for-Determining-Material-
Subsidiaries-amended-dt10.02.2025.pdf.

The Company does not have Joint Venture, Urban Stich
(Private) Limited is the associate company of the company.

CONSOLIDATED FINANCIAL STATEMENTS

Directors have attached the Consolidated Financial Statements
in the Annual Report pursuant to the provisions of the Companies
Act, 2013. They are prepared in accordance with the Accounting
Standards prescribed by the Institute of Chartered Accountants
of India, in this regard. The Consolidated Financials also shows
a significant increase in revenue.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposit
covered under Chapter V of the Companies Act, 2013, there
are no deposits remaining unclaimed or unpaid as on 31st
March, 2026 and accordingly, the question of default in
repayment of deposits or payment of interest thereon during
the year does not arise.

FINANCE

Prompt repayments, facilitated by healthy cash flows,
elevated the standing of your Company. It enabled prudent
application of funds and better negotiation strength. This
trend is expected to continue.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY’S OPERATION
IN FUTURE

No significant and material order was passed by any Regulators
that have any impact on the going concern status and the
operations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Audit Committee of the Board periodically
reviews the Internal Financial Control Systems and their
adequacy and recommends corrective action as and when
necessary to ensure that an effective internal control
mechanism is in place.

The directors confirm that the Internal Financial Control (IFC)
is adequate with respect to the operations of the Company.
A report of Auditors pursuant to Section 143(3)(i) of the
Companies Act, 2013 certifying the adequacy of Internal
Financial Control is annexed with the Auditors Report.

AUDITORS

a) STATUTORY AUDITORS

ASA & Associates LLP, Chartered Accountants, Chennai were
appointed as the Statutory Auditors of the Company for a
period of five years at the Annual General Meeting of the
Company held on 19th September 2022 from the conclusion
of the 17th Annual General Meeting till the conclusion of the
22nd Annual General Meeting to be held in the year 2027.

The Company has received a certificate from the Statutory
Auditors to the effect that they are eligible to continue and
hold the office as the Statutory Auditors of the Company.

b) SECRETARIAL AUDITORS

Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
provisions of Sections 179 & 204 of the Companies Act,
2013, read with the Companies (Meetings of Board and its
Powers) Rules, 2014, MDS & Associates LLP (LLPIN: ABZ -
8060), Company Secretaries, Coimbatore were appointed as
Secretarial Auditors of the Company for a first term of 5 (five)
consecutive financial years commencing from the financial
year 2025-26 by the Shareholders at the 20th Annual General
Meeting of the Company held on 1st September 2025.

The reports of the Secretarial Auditors comprising of the
Company and its Material Subsidiaries for the financial year
2025-26 are annexed as Annexure-D to this Report.

c) INTERNAL AUDITOR

The Board has appointed BM & Associates, Chartered
Accountants, Coimbatore as Internal Auditors for the financial
year 2026-27 pursuant to the provisions of Section 138 of the
Companies Act, 2013.

The Employee Welfare Initiatives and practices followed by
the Company is among the best in the Corporate sector. The
strength of company’s employees is close to 13534.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the SPAL Employee Stock
Option Plan 2024 (SPAL ESOP 2024). The Nomination and
Remuneration Committee administers and monitors the
SPAL ESOP 2024 of the Company. The disclosure pursuant to
the provisions of SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is given in Annexure-E to this
report.

A certificate from Secretarial Auditors, with respect to
implementation of the above mentioned SPAL ESOP 2024 in
accordance with SEBI Regulations and the resolution passed by
the Members of the Company, will be available electronically
for inspection by the Members during the ensuing AGM and
a copy of the same shall be available for inspection at the
Registered Office of the Company during normal business
hours on any working day.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to define
the policy and redress complaints received. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. There were no complaints received from
any employee or third parties during the Financial Year.

1. Number of complaints received - Nil

2. Number of complaints disposed off - NA

3. Number of complaints pending for more than 90 days - NA

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of Employees
of the Company, will be provided upon request. In terms of
Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding
the information on employees particulars which is available
for inspection by the members at the Registered Office of
the Company during business hours on working days of the
Company upto the date of ensuing Annual General Meeting.
If any member is Interested in Inspecting the same, such
member may write to the Company Secretary in advance.

The ratio of remuneration of each director to the median
remuneration of the employees of the Company and other
details in terms of Section 197 (12) of the Companies Act,
2013 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are
part of this report as Annexure- F.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate
section on Management Discussion and Analysis Report
outlining the business of your Company forms part of this
Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part
of this report. The Company has complied with the conditions
relating to Corporate Governance as stipulated in Regulation
27 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 (as amended).

AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been
duly constituted in accordance with the provisions of Section
177 of the Companies Act, 2013. The details relating to the
composition, meetings and functions of the Committee are
set out in the Corporate Governance Report forming part

of this Annual Report. The Board has accepted the Audit
Committee recommendations during the year whenever
required and hence no disclosure is required under Section
177(8) of the Companies Act, 2013 with respect to rejection
of any recommendations of Audit Committee by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal
with instances of fraud and mismanagement and to report
concerns about unethical behaviour or any violation of the
Company’s Code of Conduct. During the year under review,
there were no complaints received under this mechanism.
The policy can be accessed on the Company’s website
at http://www.s-p-apparels.com/assets/img/docs/Vigil-
Mechanism-PolicyRevised.pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR

No applications has been made and no proceedings are
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF.

The disclosure under this clause is not applicable as the
Company has not undertaken any one-time settlement with
the banks or financial institutions.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company ensured
compliance with the relevant provisions of the Maternity
Benefit Act, 1961, to the extent applicable.

INDUSTRIAL RELATIONS

The relationship between the management and the employees
at all levels during the year under review has been cordial
and productive.

CAUTIONARY NOTE

Certain statements in “management discussions and
analysis” section may be forward looking and are stated as
required by law and regulations. Many factors, both external
and internal, may affect the actual results which could
be different from what the directors envisage in terms of
performance and outlook.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere
appreciation, for the contribution made by all the employees
at all levels but for whose hard work and support, your
Company’s achievements would not have been possible.
Your Directors also wish to thank its customers, suppliers
and bankers for their continued support and faith reposed
in the Company.

For and on behalf of the Board of Directors
P. Sundararajan S. Latha

Place : Avinashi Chairman and Managing Director Executive Director

Date : 11.08.2026 DIN : 00003380 DIN : 00003388