To,
The Members,
Your Directors have pleasure in presenting the Thirty-Seventh Annual Report on the
business and operations of the Company along with the Audited Financial Statements for the
financial year ended March 31,2025.
1. FINANCIAL RESULTS AND OPERATIONS:
The Company's financial performance, for the financial year ended March 31,2025 is
summarized as below;
Particulars |
For the year 2024-25 |
For the year 2023-24 |
|
Rs (in lacs) |
Rs (in lacs) |
| Revenue from Operations |
77.87 |
-- |
| Other Income |
220.00 |
132.97 |
Total Revenue |
297.87 |
132.97 |
| Profit before Depreciation and Finance cost |
123.89 |
42.27 |
| Depreciation and Amortization expense |
6.20 |
3.97 |
| Finance Cost |
5.50 |
6.44 |
Profit before Tax |
112.19 |
31.86 |
| Deferred Tax Charge (Credit) |
67.34 |
- |
| Tax for Earlier Years |
(2.88) |
- |
Profit After Tax |
47.73 |
31.86 |
FINANCIAL PERFORMANCE
For the fiscal year 2024-25, the Company achieved a notable turnaround, delivering a
profit after tax of Rs. 47.73 lakhs, compared to Rs. 31.86/ lakhs in the prior year. This
strong result illustrates a nearly five fold increase in profitability.
While revenue from operations moderated slightly increased to Rs. 77.87 / lakhs. This
was more than offset by a significant boost in other income, which rose to Rs. 220.00/
lakhs from Rs. 132.97/ lakhs. Consequently, total revenue surged to Rs. 297.87 / lakhs;
nearly double the previous year's Rs. 132.98/ lakhs.
On the cost side, EBITDA soared to Rs. 123.89/ lakhs (up from Rs. 42.20 / lakhs), as
depreciation and amortization increased modestly (Rs. 6.20 / lakhs vs. Rs. 3.97/ lakhs),
and finance costs declined slightly (Rs. 5.50 / lakhs vs. Rs. 6.44/ lakhs). This
translated into a healthy profit before tax of Rs. 112.19/ lakhs, markedly higher than Rs.
31.86 / lakhs in FY 2023-24.
A tax adjustment?driven by a deferred tax credit of Rs. 67.34/ lakhs, partially offset
by Rs. 2.88/ lakhs for earlier years?further enhanced net results.
2. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves for the financial year
under review.
3. FINANCIAL STATEMENTS
The 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 31,2025, the Authorised Share Capital of the Company stood at Rs.
15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty
Lakhs) equity shares of Rs. 10/- (Rupees Ten) each.
The Issued, Subscribed and Paid-up Share Capital of the Company as on the same date was
Rs. 4,30,00,000/- (Rupees Four Crores Thirty Lakhs only), comprising 43,00,000 equity
shares of face value Rs. 10/- each.
During the financial year, the Board of Directors, at its meeting held on October 30,
2024, approved the preferential allotment of 19,33,324 (Nineteen Lakhs Thirty-Three
Thousand Three Hundred Twenty-Four) convertible warrants to investors falling under the
Non-Promoter category, at an issue price of Rs. 45/- per warrant. Each warrant entitles
the holder to apply for and be allotted one equity share of Rs. 10/- each, upon
conversion.
The aforesaid preferential allotment was made pursuant to:
• the approval of the shareholders, and
• in compliance with the applicable provisions of the Companies Act, 2013,
• and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.
An amount equivalent to 25% of the issue price per warrant has been received as upfront
subscription money, in accordance with the applicable regulatory requirements. The balance
75% shall be payable at the time of exercise of the option to convert the warrants into
equity shares, within the prescribed period.
5. DIVIDEND
The Board of Directors has carefully evaluated the Company's financial position,
business needs, and future growth plans. After thorough consideration, the Board has
decided not to recommend any dividend for the financial year ended March 31,2025, in order
to conserve resources and support reinvestment in the business. This decision aligns with
prudent capital management and long-term strategic objectives.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
i. Global Economy Overview
The global economy in FY 2024-25 remained under pressure amid inflationary trends,
monetary tightening, and persistent geopolitical tensions. Advanced economies witnessed
modest growth, led by the United States and selective European economies, while developing
nations, particularly in Asia, showed higher resilience driven by domestic consumption and
industrial recovery. Supply chain stabilization and tech-enabled services contributed to
economic normalization, even as global investment sentiments remained cautious.
b. Indian Economy Overview
India continued to be one of the fastest-growing major economies during FY 2024-25,
with estimated GDP growth of around 6.8%. This growth was driven by infrastructure
investment, strong rural and urban demand, digital adoption, and proactive policy measures
by the government and RBI. Despite global headwinds, India maintained stable inflation,
healthy foreign reserves, and improved credit availability. Sectors such as FMCG, real
estate, EV mobility, and hospitality witnessed rising investor and consumer interest.
c. Food and Beverages Sector Overview
The Indian food and beverages (F&B) sector experienced robust growth supported by
evolving consumer preferences, health consciousness, increasing disposable income, and a
shift toward packaged, ready-to-eat, and functional foods. The Company, through its object
clauses, is positioned to operate across a wide spectrum of F&B products including
processed foods, bakery and confectionery, dairy, ready-to-cook meals, beverages
(carbonated/non-carbonated), mineral water, nutritional products, and wellness drinks. The
segment holds high potential due to rising demand in Tier II and Tier III cities,
e-commerce penetration, and consumer shift to branded and health-focused offerings.
d. Hospitality Business
The hospitality sector in India rebounded strongly in FY 2024-25, supported by domestic
travel, MICE events, wedding tourism, and gradual return of international travellers. The
Company's hospitality business, as envisaged in its objects, includes development and
management of hotels, resorts, service apartments, and commercial spaces including
townships and food courts. The Government's continued thrust on tourism infrastructure,
public-private partnerships, and digitalization is further expected to support sustained
growth in this segment.
e. EV Business
Electric Vehicles (EVs) continued to gain traction during FY 2024-25, with strong
policy support under the FAME II scheme, state-level incentives, and increasing EV
adoption in both passenger and fleet segments. The Company's EV business object enables it
to engage in leasing, renting, and operating electric vehicles of all types, along with
providing allied consultancy services. With consumer preferences shifting towards
sustainable mobility, and increased focus on clean energy, the EV segment presents a
scalable opportunity.
f. Opportunities in the Above Three Sectors
i. Food and Beverages: Rising demand for packaged health foods, immunity-boosting
products, and digital-first brands; high potential in exports.
ii. Hospitality: Rapid growth in mid-scale and budget segments, boom in experiential
stays and eco-tourism, increased asset-light partnerships.
iii. EV: Expansion of charging infrastructure, growing demand for leasing of electric
fleet vehicles, and increased localisation of components..
g. SWOT Analysis Strength
i. Diversified business segments with scalable growth potential
ii. Strong alignment with government initiatives (e.g., Make in India, FAME II, Startup
India)
iii. Broad object clauses enabling flexible expansion
Weaknesses
i. High capital expenditure and gestation period in hospitality and EV sectors
ii. Regulatory dependencies and execution risks.
Opportunities
i. Rising demand for health-conscious food products and electric mobility
ii. Growing domestic and international tourism
iii. Shift toward asset-light and tech-enabled business models.
Threats:
i. Volatility in input costs and global commodity pricing affecting F&B margins
ii. Regulatory and environmental compliance challenges in hospitality and EV sectors
iii. Intense market competition from established brands and new-age startups
iv. Policy dependency and subsidy phase-out risks in the EV segment
v. Macroeconomic uncertainties including inflation, currency fluctuations, and global
slowdowns impacting investment and consumer demand
Our Proposed Strategy:
i. The Company aims to strategically i nvest i n:
ii. Building its F&B portfolio through in-house development and brand partnerships
iii. Developing boutique hospitality and lifestyle-focused stay options in high-demand
areas
iv. Entering into leasing/fleet operations of electric vehicles, especially for
last-mile delivery and shared mobility segments
Human Resources The Company believes in building a collaborative and diverse workforce.
As of March 31,2025, the Company maintained lean and efficient operations with selective
hiring in key strategic areas. Training and development continued to remain a key focus.
Internal Controls and Adequacy The Company has implemented robust internal control
systems to ensure reliable financial reporting, safeguard of assets, operational
efficiency, and legal compliance. These systems are periodically reviewed and tested for
effectiveness.
Management's Responsibility Statement The Board of Directors acknowledges its
responsibility for ensuring the integrity and accuracy of the financial statements and
confirms that appropriate accounting policies and standards have been consistently
applied. The management has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with applicable laws.
Cautionary Statement The statements in the Management Discussion and Analysis Report
describing the Company's objectives, projections, estimates, and expectations may
constitute “forward-looking statements” within the meaning of applicable
securities laws and regulations. Actual results may differ materially from those expressed
or implied due to various risks and uncertainties. The Company assumes no responsibility
to publicly amend, modify or revise any such statements based on subsequent developments,
information or events.
7. INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT STRATEGY
The Company has an adequate system of internal controls to safeguard and protect itself
from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the management. The Company is following all
the applicable accounting standards for properly maintaining the books of accounts and
reporting financial statements. The management of the Company checks and verifies the
internal control and monitors them in accordance with policies adopted by the Company. The
Company continues to ensure proper and adequate systems and procedures commensurate with
its size and nature of its business.
8. CHANGE IN NATURE OF BUSINESS
During the year under review, the Company strategically realigned its operating focus
by amending Clause III (A) - Main Objects of the Memorandum of Association
(“MoA”). Pursuant to a Special Resolution approved by members via Postal Ballot
(deemed as passed on July 6, 2024), the former main objects were substituted and
reorganised into three succinct business segments:
• Segment I - Food and Beverages
• Segment II - Hospitality Business
• Segment III - Electric Vehicle (EV) Business
The amendment was carried out in compliance with sections 4 and 13 of the Companies
Act, 2013 and the rules framed thereunder. Clause III (B) - “Objects Incidental or
Ancillary to the Attainment of the Main Objects” - remains unchanged.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments, affecting the financial position
of the Company, which have occurred between the end of the financial year of the Company
and the date of this Report.
10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary or joint venture company. During the financial year under
report, no company has become / ceased to be subsidiary or Joint Venture Company.
11. CORPORATE GOVERNANCE
In accordance with Regulation/ 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (LODR), the Company is not required to submit a separate
Corporate Governance Report under Regulation/ 27 (2) for the financial year 2024-25.
Under Regulation/ 15 (2) (a), listed entities are exempt from general Corporate
Governance provisions (Regulations/ 17-27, certain sub-clauses of Regulation/ 46, and
parts of Schedule/ V) only if both:
• Paid-up equity share capital 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)
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 2024-25 at the following web link http://www.spiceislandsapparelslimited.in/
MGT-7_2024-25.pdf.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, no significant or material orders were passed by any
Regulators, Courts, or Tribunals which could impact the going concern status of the
Company or its future operations.
14. BOARD OF DIRECTORS
Your 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.
Sr. No. |
Name of Director |
DIN |
Date of Appointment in Company * |
| 1 |
Ms. Shikha Sethia Bhura |
07799537 |
November 08, 2023 |
| 2 |
Mr. Shivanand Rama Hemmady |
00838098 |
November 08, 2023 |
| 3 |
Mr. Sandeep Jamnadas Merchant |
05210128 |
November 08, 2023 |
| 4 |
*Mr. Faraaz Irfan Chapra |
07854286 |
April 10, 2024 |
| 5 |
Mr. Chirag Chandulal Rajapopat |
10585562 |
April 10, 2024 |
| 6 |
&Mr. Kalpesh Thakorbhai Mistry |
07599056 |
July 03, 2024 |
Note -
I. *Mr. Faraaz Irfan Chapra was appointed as an Additional Director (Executive Director
- Finance) with effect from April 10, 2024. His appointment was subsequently regularized
by the Members through Postal Ballot on July 06, 2024.
ii. ~Mr. Chirag Chandulal Rajapopat was appointed as an Additional Director (Executive
Director) with effect from April 10, 2024 and his appointment was likewise regularized by
the Members through Postal Ballot on July 06, 2024.
iii. &Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director
(Non-Executive, Independent) with effect from July 03, 2024. His appointment was
regularized by the Members at the Annual General Meeting held on August 19, 2024.
None of the directors of the Company are debarred from holding the office of Director
by virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board, the independent directors possess appropriate balance of
skills, experience and knowledge, as required.
Retirement by Rotation - Independent directors hold office for a fixed term not
exceeding five years from the date of their appointment and are not liable to retire by
rotation. The Act mandates that at least two-thirds of the total number of directors
(excluding independent directors) shall be liable to retire by rotation. Accordingly, Mr.
Faraaz Irfan Chapra (DIN 07854286) directors, being the longest in the office among the
directors liable to retire by rotation, retire from the Board this year and, being
eligible, have offered themselves for re-appointment.
Brief resume and other relevant details of the Directors proposed to be appointed /
re-appointed are given in the Explanatory.
I. KEY MANAGERIAL PERSONNEL (KMP)
During the financial year under report, the following persons were the Key Managerial
Personnel of the Company.
Sr. No. |
Name of the KMP |
Designation |
| 1 |
Mr. Sandeep Jamnadas Merchant |
Whole-time Director |
| 2 |
Ms. Arti Lalwani (appointed w.e.f May 28, 2024) |
Company Secretary & Compliance Officer |
| 3 |
Mr. Faraaz Irfan Chapra (appointed w.e.f April 10, 2024) |
CFO |
| 4 |
Mr. Dhaval Girish Chheda |
CEO |
ii. NUMBER OF MEETINGS AND ATTENDANCE:
In compliance with Section 134(3)(b) of the Companies Act, 2013 and Secretarial
Standard-1 (SS-1), the Company convened six Board meetings during the financial year
2024-25. Detailed notices, agendas and supporting papers were circulated well in advance,
enabling Directors to plan their schedules and participate meaningfully:
Sr. No. |
Director |
Category |
Meetings Eligible* |
Meetings After |
| 1 |
Ms. Shikha Sethia Bhura |
Independent, Non-Executive |
6 |
6 |
| 2 |
Mr. Shivanand Rama Hemmady |
Independent, Non-Executive |
6 |
6 |
| 3 |
Mr. Sandeep J. Merchant |
Whole-time Director |
6 |
6 |
| 4 |
tMr. Faraaz I. Chapra |
Executive Director - Finance |
5 |
5 |
| 5 |
tMr. Chirag C. Rajapopat |
Executive Director |
5 |
5 |
| 6 |
tMr. Kalpesh T. Mistry |
Independent, Non-Executive |
4 |
4 |
Dates of meetings: April 10, 2024, May 28, 2024, July 23, 2024, October 30, 2024,
November 12, 2024 and February 14, 2025
* “Meetings Eligible” is the number of Board meetings held after the
Director's appointment and before any cessation, if applicable. t Appointed 10 April 2024.
Appointed 3 July 2024; hence eligible for four meetings.
All attendances have been recorded in the minutes, which were duly confirmed at the
subsequent meeting, thereby satisfying the record-keeping requirements of SS-1.
15. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
The Audit committee (AC) has been re-constituted by the Board on July 05, 2024. Mr.
Umesh M. Katre has resigned as Director of the Company and Member of the Audit Committee
and accordingly Company appointed Mr. Kalpesh Thakorbhai Mistry, Independent Director as
new member of the committee. Now, Audit Committee of the Board comprises w.e.f July 05,
2024, is as below:
Sr. No. |
Name of Members |
Designation |
Position |
| 1 |
Mr. Kalpesh Thakorbhai Mistry |
Independent Director |
Chairman |
| 2 |
Mr. Shivanand Rama Hemmady |
Independent Director |
Member |
| 3 |
Ms. Shikha Sethia Bhura |
Independent Director |
Member |
The terms of reference and powers of the Audit Committee are in accordance with the
requirements of Regulation 18 read with Part C of Schedule II of the Listing Regulations
and Section 177 of the Companies Act, 2013 and includes overseeing the 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, four meetings were held on May 25, 2024, July 23, 2024, November 12, 2024 and
February 14, 2025. The time interval between any two Audit Committee meetings did not
exceed 120 days. The attendance records of the members at the meeting are as follows:
Sr. No. |
Name of Members |
Designation |
Attendance |
| 1 |
##Ms. Shikha Sethia Bhura |
Member |
4 |
| 2 |
$Mr. Umesh M. Katre |
Member |
1 |
| 3 |
$$Mr. Shivanand Rama Hemmady |
Member |
4 |
| 4 |
&&Mr. Kalpesh Thakorbhai Mistry |
Chairman |
3 |
Note -
i. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.
ii. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director
(Non-Executive, Independent) with effect from July 03, 2024. His appointment was
regularized by the Members at the Annual General Meeting held on August 19, 2024.
iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category
of Non-Executive - Independent Director with effect from November 08, 2023. Her
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024.
iv. $$ Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the
category of NonExecutive - Independent Director with effect from November 08, 2023. His
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on
July 05, 2024. Mr. Umesh M. Katre has resigned as Director of the Company and Member of
the Nomination and Remuneration Committee and inducting Mr. Kalpesh Thakorbhai Mistry,
Independent Director as new member of the committee. Now, Nomination and Remuneration
Committee of the Board comprises w.e.f July 05, 2024 is as below:
Sr. No. |
Name of Members |
Designation |
Position |
| 1 |
Mr. Shivanand Rama Hemmady |
Independent Director |
Chairman |
| 2 |
Ms. Shikha Bhura |
Independent Director |
Member |
| 3 |
Mr. Kalpesh Thakorbhai Mistry |
Independent Director |
Member |
The Nomination and Remuneration Committee and this Policy shall be in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
(as may be amended from time to time). Emphasis is given to persons from diverse fields or
professionals.
Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year
under review, 3 meeting were held on April 10, 2024, May 28, 2024 and July 23, 2024. The
attendance record of the members at the meeting was as follows:
Sr. No. |
Name of Members |
Designation |
Attendance |
| 1 |
$$Mr. Shivanand Rama Hemmady |
Chairman |
3 |
| 2 |
$Mr. Umesh M. Katre |
Member |
1 |
| 3 |
##Ms. Shikha Sethia Bhura |
Member |
3 |
| 4 |
&&Mr. Kalpesh Thakorbhai Mistry |
Member |
1 |
Note -
I. $$ Mr. Shivanand Rama Hemmady was appointed as an Additional Director in the
category of NonExecutive - Independent Director with effect from November 08, 2023. His
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024.
ii. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.
iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category
of Non-Executive - Independent Director with effect from November 08, 2023. Her
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024
iv. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director
(Non-Executive, Independent) with effect from July 03, 2024. His appointment was
regularized by the Members at the Annual General Meeting held on August 19, 2024.
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee (SRC) has been re-constituted by the Board on
July 05, 2024. Mr. Umesh M. Katre has resigned as Director of the Company and Member of
the Stakeholders Relationship Committee and inducting Mr. Kalpesh Thakorbhai Mistry,
Independent Director as new member of the committee. Now, Stakeholders Relationship
Committee of the Board comprises w.e.f July 05 2024 is as below:
Sr. No. |
Name of Members |
Designation |
Attendance |
| 1 |
Mr. Kalpesh Thakorbhai Mistry |
Independent Director |
Chairman |
| 2 |
Ms. Shikha Sethia Bhura |
Independent Director |
Member |
| 3 |
Mr. Sandeep Jamnadas Merchant |
Whole time Director |
Member |
This Committee functions in the manner and deals with the matters specified in Part D
of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The committee monitors share transfers, transmissions and other shareholders related
activities including redressal of investor grievances.
Pursuant to provision of Section 178(5) of the Companies act 2013, during the year
under review, 2 meeting were held on April 10, 2024 and February 14, 2025. The attendance
record of the members at the meeting was as follows:
Sr. No. |
Name of Members |
Designation |
Attendance |
| 1 |
&&Mr. Kalpesh Thakorbhai Mistry |
Chairman |
2 |
| 2 |
$Mr. Umesh M. Katre |
Member |
0 |
| 3 |
##Ms. Shikha Sethia Bhura |
Member |
2 |
| 4 |
+ Mr. Sandeep Jamnadas Merchant |
Member |
2 |
Note -
I. &&Mr. Kalpesh Thakorbhai Mistry was appointed as an Additional Director
(Non-Executive, Independent) with effect from July 03, 2024. His appointment was
regularized by the Members at the Annual General Meeting held on August 19, 2024.
ii. $Mr. Umesh M. Katre resigned from the post of directorship on May 25, 2024.
iii. ## Ms. Shikha Sethia Bhura was appointed as an Additional Director in the category
of Non-Executive - Independent Director with effect from November 08, 2023. Her
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024.
iv. + Mr. Sandeep Jamnadas Merchant was appointed as an Additional Director in the
category of NonExecutive - Independent Director with effect from November 08, 2023. His
appointment was subsequently regularized by the Members through Postal Ballot on January
05, 2024.
D. MEETING OF INDEPENDENT DIRECTORS:
The Board of Directors reconstituted the Independent Directors Committee on July 05,
2024, following the resignation of Mr. Neeraj Madhukar Desai and Mr. Milind Sitaram Desai.
At the same meeting, the Board inducted Ms. Shikha Sethia Bhura, Mr. Shivanand Rama
Hemmady, and Mr. Kalpesh Thakorbhai Mistry as Independent Directors, and appointed them to
the said Committee.
The composition of the reconstituted Independent Directors Committee is as follows:
Sr. No. |
Name of Members |
Designation |
Position |
| 1 |
Ms. Shikha Sethia Bhura |
Independent Director |
Chairman |
| 2 |
Mr. Shivanand Rama Hemmady |
Independent Director |
Member |
| 3 |
Mr. Kalpesh Thakorbhai Mistry |
Independent Director |
Member |
In accordance with the provisions of Schedule IV to the Companies Act, 2013, a separate
meeting of the Independent Directors was held on February 14, 2025. The meeting was
attended by all the Independent Directors, namely:
• Ms. Shikha Sethia Bhura
• Mr. Shivanand Rama Hemmady
• Mr. Kalpesh Thakorbhai Mistry
The Independent Directors, at their meeting, reviewed:
• the performance of the Board as a whole,
• the performance of various Committees of the Board,
• the performance of individual Directors, and
• the quality, quantity, and timeliness of flow of information between the
Company's management and the Board, which is necessary for effective functioning and
decision-making.
The Independent Directors expressed overall satisfaction with the Board's performance,
its processes, and the support received from the management.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under the provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“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.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION
POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
applicable rules and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has, on the recommendation of the Nomination
and Remuneration Committee, adopted a Nomination and Remuneration Policy.
The Policy lays down the framework for selection, appointment, and evaluation of
Directors and Senior Management, as well as criteria for determining their qualifications,
attributes, independence, and remuneration. It aims to ensure that the Company attracts
and retains competent leadership aligned with its long-term strategic objectives.
18. REMUNERATION POLICY AND BOARD DIVERSITY POLICY:
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted a comprehensive Remuneration Policy covering Directors, Key Managerial Personnel
(“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.
19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with Regulation 25(7) of the Listing Regulations and Schedule IV of the
Companies Act, 2013, the Company has formulated a Familiarization Programme for its
Independent Directors. The programme provides an overview of the 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.
20. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In accordance with Section 134(3)(p) of the Companies Act, 2013, Regulation 17 of the
Listing Regulations and Part D of Schedule II thereto, the Board carried out the annual
performance evaluation of:
• 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.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company did not meet any of the thresholds specified
under Section/ 135 (1) of the Companies Act, 2013 (i.e., net worth e” 1 500 crore,
turnover e” Rs. 1,000 crore, or net profit e” Rs. 5 crore in the immediately
preceding financial year)
Consequently, the provisions regarding the constitution of a CSR Committee and
formulation of a CSR Policy were not applicable for the year FY/ 2024-25.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby
confirms that:
a) Applicable Accounting Standards have been followed in the preparation of the annual
accounts and any material departures have been adequately explained;
b) Accounting policies have been selected and applied consistently and reasonable,
prudent estimates and judgments have been made so as to present a true and fair view of
the state of affairs of the Company and of its profit for the year;
c) Adequate accounting records have been maintained in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) The annual accounts have been prepared on a going-concern basis; and
e) Internal financial controls have been laid down and such controls are adequate and
operating effectively.
23. AUDITORS
a) Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, Giriraj Bang & Co, Chartered Accountants (Membership Number:
133898W), was appointed as Statutory Auditors of the Company by the Shareholders at their
Annual General Meeting held on August 19, 2024, to hold office for a period of five years,
from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st
Annual General Meeting of the Company to be held in the year 2029.
Pursuant to MCA Notification No S.O./ 1833 (E) dated May/ 7,/ 2018, the requirement for
members to ratify the Statutory Auditors' appointment at each AGM has been removed.
Consequently, this matter is not included in the Notice for the 37th AGM.
The Statutory Auditors of the Company have submitted the Auditor's Report on the
Financial Statements of the Company for the Financial Year ended March 31,2025. The
Auditor's Report is selfexplanatory 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.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
had appointed M/s. Alok Khairwar & Associates, Company Secretaries (FCS: 10031) to
conduct the Secretarial Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure B and forms part of
this Report.
The Company has received written Consent from the proposed Secretarial Auditors - Alok
Khairwar & Associates, Firm of Practicing Company Secretaries and they have confirmed
that they are not disqualified from being appointed as a Secretarial Auditors of the
Company. A resolution seeking appointment of Alok Khairwar & Associates, Firm of
Practicing Company Secretaries as Secretarial Auditors of the Company forms part of the
Notice of 37th Annual General Meeting and the same is recommended for Members' approval.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board recommended
to appoint Alok Khairwar & Associates, Firm of Practicing Company Secretaries, to
conduct Secretarial Audit for the a consecutive term of five years commencing from
Financial Years 2025 -2026 to 20292030.
The Secretarial Audit Report contains the following observations/qualifications:
1. The company is in process to update website as required under regulation 46 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015.
Board's Response and Corrective Action:
The Company is in the process of updating its website to ensure full compliance with
the requirements prescribed under Regulation 46 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board is taking necessary steps to ensure
that all applicable disclosures and information are made available on the website in a
timely manner. The Company is committed to maintaining a transparent and compliant
disclosure framework and expects to complete the required updates shortly.”
2. Delay in transferring unclaimed dividend and corresponding shares to the Investor
Education and Protection Fund (IEPF) in accordance with the provisions of Sections 124 and
125 of the Companies Act, 2013.
Board's Response and Corrective Action:
The Board has taken note of the delay in filing the requisite IEPF forms and
transferring the related unclaimed amounts and securities. Although preliminary corrective
measures have been initiated, the Company has not yet completed the mandated filings and
transfers.
The Board has therefore:
• approved an action calendar to complete all pending IEPF 1, IEPF 2 and IEPF 4
filings, together with the remittance of unclaimed dividends and transfer of underlying
shares to the Fund, within the next statutory window;
• strengthened internal controls by designating a Nodal Officer and Deputy Nodal
Officer and implementing a quarterly compliance check to prevent future lapses;
• undertaken to keep shareholders informed of the status of these filings through
disclosures on the Company's website, in accordance with Rule/ 7 of the IEPF Rules.
The Board reaffirms its commitment to full regulatory compliance and will closely
monitor progress until every outstanding requirement under the IEPF framework is duly met.
Any further developments will be communicated to stakeholders in a timely manner.
c) Internal Auditors
The Board of Directors had re-appointed P D. Chopda & Co., Chartered Accountants,
as the Internal Auditors of the Company for the financial year 2024-25, and based on their
performance and expertise, the Board has re-appointed them for the financial year 2025-26.
The Internal Auditors submit their reports to the Whole-time Director / CFO and the
Audit Committee, which reviews the findings and recommends corrective actions, thereby
ensuring the adequacy and effectiveness of the internal control systems and processes.
24. PERSONNEL AND RELATED DISCLOSURES
The Board places on record its sincere appreciation for the dedication, commitment and
hard work displayed by employees at every level of the organisation during the year under
review. The continued success of the Company is a direct result of their efforts.
In accordance with Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
prescribed disclosures relating to remuneration and other particulars of employees form
part of this Report and are set out in Annexure C to the Annual Report.
Pursuant to Rule 5(2) of the aforesaid Rules, no employee of the Company received
remuneration in excess of the limits specified therein during the financial year 2024-25.
Recognising that sustainable growth depends on attracting and retaining talent, the
Company continued to strengthen its people practices in FY 2024-25. Key initiatives
included:
• 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.
25. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a robust Whistle-Blower Policy (Vigil Mechanism) for Directors and employees.
The mechanism enables any stakeholder to report, in good faith, genuine concerns about
unethical behaviour, actual or suspected fraud, or any violation of the 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/.
26. BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandates submission of a Business Responsibility & Sustainability
Report (“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 2024-25,
preparation and submission of a BRSR is not presently applicable.
The Board affirms that, should the provisions become applicable in future, the Company
will ensure full compliance within the prescribed timelines.
27. RISK MANAGEMENT
Risk Management is an integral component of the 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, cybersecurity 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.
28. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS
The maintenance of cost records as specified under Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company for the financial year 2024-25, as the business activities of the Company are not
covered under the prescribed class of companies.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
All Related Party Transactions entered into by the Company during the financial year
2024-25 were:
• in the ordinary course of business,
• on an arm's length basis, and
• duly reviewed and approved by the Audit Committee in accordance with the
provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no material Related Party Transactions during the year that would require
shareholder approval under Regulation 23(4) of the SEBI Listing Regulations or that may
have had a potential conflict with the interests of the Company at large.
Accordingly, the disclosure of particulars of contracts or arrangements with related
parties in Form AOC-2, as prescribed under Section 134(3)(h) read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, is not applicable.Further, the disclosures required
under the applicable Indian Accounting Standards (Ind AS 24 -
Related Party Disclosures) have been provided in Note No. 33 to the Financial
Statements forming part of this Annual Report.
The Board also confirms that none of the Directors had any pecuniary relationships or
transactions with the Company during the year under review that could potentially conflict
with the interests of the Company.
30. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted a robust Policy for Prevention of Sexual Harassment of Women at
the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the
associated Rules. The policy applies to all employees, including permanent, contractual,
temporary staff, and trainees.
An Internal Complaints Committee (ICC) has been duly constituted in compliance with
Section 4 of the POSH Act, to receive, investigate, and redress complaints in a timely,
confidential, and unbiased manner.
For the financial year 2024-25:
• Number of complaints received: Nil
• Number of complaints disposed: Nil
• Number of cases pending beyond 90 days: Nil
All stakeholders are hereby assured that the Company remains fully compliant with its
statutory obligations under Rule 14 of the POSH Rules and Rule 8 of the Companies
(Accounts) Rules, 2014, including the telecasting of ICC details in the Board's Report.
31. HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company acknowledges that its employees are its most valuable asset and key drivers
of sustainable growth. It remains committed to nurturing talent, fostering a
performance-oriented culture, and creating a conducive work environment that encourages
continuous learning and professional development.
During the year under review, the Company maintained harmonious industrial relations
across all locations. The dedication and commitment of the workforce continue to be the
cornerstone of the Company's longterm competitiveness and operational excellence.
32. LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the financial year under review, the Company has not given any loans,
guarantees, or made investments which are in contravention of the provisions of Section
186 of the Companies Act, 2013.
The details of loans, guarantees, and investments, to the extent applicable, are
provided in the notes to the standalone financial statements forming part of this Annual
Report.
33. EMPLOYEE STOCK OPTION
The Company has not issued any Employee Stock Option Scheme (ESOP) during the financial
year 2024-25.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant information relating to
conservation of energy, technology absorption, and foreign exchange earnings and outgo is
provided in Annexure D, forming part of this Report.
35. CODE OF CONDUCT
Pursuant to Section 149 of the Companies Act, 2013, Schedule IV thereto and Regulation
26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has adopted a comprehensive Code of Conduct applicable to all Directors, Senior
Management personnel and, to the extent relevant, other employees. The Code articulates
the 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.
36. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
In line with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended),
the Company has in place a Code of Conduct to Regulate, Monitor and Report Trading by
Insiders (“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.
37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY
CODE 2016
During the year under review, the Company did not file any application, nor were any
proceedings pending, under the Insolvency and Bankruptcy Code, 2016.
38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
There was no one-time settlement of loans with banks or financial institutions during
the financial year 202425; accordingly, the question of any variation between the loan
valuation and settlement valuation does not arise.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the provisions of Secretarial Standard 1 (Meetings of the
Board of Directors) and Secretarial Standard 2 (General Meetings) issued by the Institute
of Company Secretaries of India.
41. GREEN INITIATIVE
In support of the 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 2024-25, 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).
Shareholder Action Points
Shareholding Mode |
Required Action |
| Demat |
Ensure your latest e-mail ID is recorded with your Depository
Participant. |
| Physical |
Submit the KYC Updation Form, duly signed, to Cameo Corporate Services
Ltd. |
|
to register / update your e-mail ID. |
This digital-first approach furthers our commitment to environmental stewardship and
enables faster, more efficient communication with our shareholders.
42. STATEMENT OF DEVIATION OR VARIATION UNDER REGULATION 32 OF SEBI (LODR) REGULATIONS,
2015
During the year under review, the Company has not raised any funds through public
issue, rights issue, preferential issue or qualified institutions placement which are
required to be reported under Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
However, the Company had earlier raised funds through the issue of convertible warrants
on a preferential basis. The utilization of proceeds from such issue is in line with the
objects stated in the Notice of the ExtraOrdinary General Meeting convened for that
purpose, and there is no deviation or variation in the use of proceeds.
A statement confirming the same is reviewed by the Audit Committee on a quarterly
basis, and the Company shall continue to comply with applicable reporting requirements
under Regulation 32 of the SEBI (LODR) Regulations, 2015.
43. APPRECIATION AND ACKNOWLEDGEMENTS
The Board of Directors expresses its deep appreciation and gratitude to all the
stakeholders of the Company, including the shareholders, regulatory bodies, government
authorities, bankers, financial institutions, and business associates, for their continued
support, trust, and guidance.
The Board also places on record its sincere appreciation to all the employees of the
Company for their dedication, commitment, and valuable contribution at all levels, which
has enabled the Company to pursue its growth and business objectives effectively.
|
By order of the Board of Directors, |
|
|
For Spice Islands Industries Limited |
|
|
Sd/- |
Sd/- |
|
Faraaz Irfan Chapra |
Shikha Sethia Bhura |
|
Director |
Director |
| Place :Mumbai |
DIN: 07854286 |
DIN: 07799537 |
| Date :May 28, 2025 |
|
|
