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

1. FINANCIAL RESULTS AND OPERATIONS

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

FINANCIAL PERFORMANCE

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

2. TRANSFER TO RESERVES

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

3. FINANCIAL STATEMENTS

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

4. SHARE CAPITAL

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

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

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

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

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

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

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

5. DIVIDEND

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

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

i. Global Economy Overview

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

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

b. Indian Economy Overview

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

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

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

c. Indian Power Sector Overview

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

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

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

d. Renewable Energy Sector

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

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

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

e. Indian Wind Energy Sector

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

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

f. Opportunities of Wind Energy in India

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

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

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

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

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

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

g. SWOT Analysis

Strength

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

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

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

Weaknesses

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

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

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

Opportunities

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

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

Threats

I. Transmission, evacuation constraints and grid back down issues

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

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

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

h. Our Proposed Solar Business

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

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

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

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

I. Human Resources

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

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

j. Internal Controls and adequacy

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

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

k. Management’s Responsibility Statement

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

l. Cautionary Statement

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

7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY

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

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

8. CHANGE IN NATURE OF BUSINESS

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

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

There have been no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of the report.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary or joint venture company. During the financial year under report, no
company has become / ceased to be subsidiary or Joint Venture Company.

11. CORPORATE GOVERNANCE

The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015. Hence, Annual Report 2023-24 does not contain the Corporate
Governance Report. Further, as and when the company falls under the applicability to provide Corporate
Governance Report, the company will comply with the same. Refer Annexure - A.

12. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, a copy of Annual Return in Form MGT-7 is
placed on the website of the Company as part of Company’s Annual Report 2023-24 at the following web
link http://www.spiceislandsapparelslimited.in MGT-7_2023-24.pdf

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

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

14. BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

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

Retirement by Rotation - Independent directors hold office for a fixed term not exceeding five years from the
date of their appointment and are not liable to retire by rotation. The Act mandates that at least two-thirds of
the total number of directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Mr. Sandeep Jamnadas Merchant (DIN 05210128) directors, being the longest in the office
among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have
offered themselves for re-appointment.

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

I. KEY MANAGERIAL PERSONNEL (KMP)

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

ii. NUMBER OF MEETINGS AND ATTENDANCE:

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

15. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

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

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

Pursuant to provision of Section 177 of the Companies act 2013, during the year under review, five
meetings were held on May 30, 2023, August 07, 2023, August 17, 2023, November 08, 2023 and
February 13, 2024. The time interval between any two Audit Committee meetings did not exceed 120
days. The attendance record of the members at the meeting are as follows:

Note

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

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

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

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

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

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

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

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

B. NOMINATION AND REMUNERATION COMMITTEE:

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

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

Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year under review, 4 meeting
were held on May 30, 2023, August 07, 2023, November 08, 2023 and February 13, 2024. The attendance
record of the members at the meeting was as follows:

Note

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

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

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

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

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

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

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

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

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

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

Note :

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

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

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

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

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

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

D. MEETING OF INDEPENDENT DIRECTORS:

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

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

16. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

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

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

22. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

23. AUDITORS

a) Statutory Auditors

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

b) Secretarial Auditor

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

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

c) Internal Auditors

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

24. PERSONNEL AND RELATED DISCLOSURES

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

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

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

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

26. BUSINESS RESPONSIBILITY REPORT

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

27. RISK MANAGEMENT

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

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

28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

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

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

All Related Party Transactions entered into by your Company during the Financial Year 2023-24, were on
arm’s length basis and in the ordinary course of business. There were no material significant Related Party
Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company. Requisite prior
approval of the Audit Committee of the Board of Directors was obtained for Related Party Transactions.

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

30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

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

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

31. HUMAN RESOURCES &INDUSTRIAL RELATIONS

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

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

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

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

33. EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

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

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

35. CODE OF CONDUCT

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

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

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

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

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

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

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

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

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

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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

40. CHANGE OF COMPANY NAME AND SCRIPT CODE

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

In connection with the change of the Company’s name, the shares of the Company have been traded on
The Bombay Stock Exchange (“BSE”) under the new Scrip ID i.e. “SPICEISLIN”. The ISIN of the Company
remains unchanged as “INE882D01017”.

41. GREEN INITIATIVE

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

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

42. APPRECIATION AND ACKNOWLEDGEMENTS

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

By order of the Board of Directors,

For Spice Islands Industries Limited

(Previously known as Spice Islands Apparels Ltd.)

Sd/- Sd/-

Faraaz Irfan Chapra Shikha Sethia Bhura

Director Director

DIN: 07854286 DIN: 07799537

Place : Mumbai
Date : May 28, 2024