To The Members,
The Directors of your Company are pleased to present the 21st Annual
Report on the business and operations of the Company together with the Audited Financial
Statements (Standalone & Consolidated) for the year ended 31st March, 2026.
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March,
2026 is summarised below:
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from Operations |
11134.38 |
9816.23 |
15786.37 |
13951.34 |
| Other Income |
67.72 |
73.83 |
181.20 |
121.92 |
| Total Income |
11202.10 |
9890.06 |
15967.57 |
14073.26 |
| Total Expenses before Interest & Depreciation |
9320.87 |
8201.66 |
13608.23 |
12073.24 |
| Profit before Interest & Depreciation |
1881.23 |
1688.40 |
2359.34 |
2000.02 |
| Less: Interest |
274.16 |
199.76 |
407.21 |
334.85 |
| Depreciation |
410.72 |
371.17 |
478.60 |
432.96 |
| Profit Before Tax |
1196.35 |
1117.47 |
1409.96 |
1232.21 |
| Less : Taxation |
|
|
|
|
| Provision for Current Tax |
302.00 |
281.24 |
410.17 |
359.38 |
| Prev period Tax |
- |
24.55 |
(3.86) |
23.62 |
| Deferred Tax Expenses / (Credit) |
15.93 |
(23.64) |
(5.80) |
(101.81) |
| Total Tax Expenses |
317.93 |
282.15 |
400.51 |
281.19 |
| Profit After Tax from continuing operations |
878.42 |
835.32 |
1009.45 |
951.02 |
| Profit After Tax from discontinuing operations |
- |
- |
- |
- |
| Profit After Tax |
878.42 |
835.32 |
1009.45 |
951.02 |
| Other comprehensive Income (Net of tax) |
(58.87) |
(31.49) |
(86.45) |
(28.55) |
| Minority Interest |
- |
- |
1.09 |
(0.46) |
| Total Comprehensive Income |
819.55 |
803.83 |
924.09 |
922.01 |
Review of Operations:
Garment Division
During FY 25-26, the Garment Division remained the core business of
S.P. Apparels Limited and continued to deliver growth while navigating short-term
disruption in the global apparel market.
On a standalone basis, revenue from operations stood at Rs. 11,134.4
million, while adjusted operational revenue stood at Rs. 11,007.2 million. Adjusted EBITDA
increased to Rs. 1,813.4 million, with an adjusted EBITDA margin of 16.5%, and profit
after tax stood at Rs. 878.42 million.
The integrated operating model, including spinning and dyeing,
continued to support quality consistency, delivery reliability and supply chain control.
This remains particularly important in infants and kids wear, where compliance and product
safety standards are stringent. The Spinning Division and Processing Division continued to
operate efficiently and supported overall margin performance during the year.
Young Brand Apparel Private Limited
Young Brand Apparel Private Limited remains strategically important for
the Group and strengthens the Company's position in intimate wear exports with
marquee global customers. For FY 25-26, Young Brand reported adjusted operational revenue
of Rs. 3,212.6 million and adjusted
EBITDA of Rs. 492.3 million.
The business was impacted during the year due to its higher exposure to
US customers and tariff-related developments, which temporarily disrupted order booking.
The Company provided calibrated commercial support to maintain customer continuity. With
the situation stabilizing and demand reviving, the subsidiary is expected to benefit from
improving customer engagement.
Young Brand Global Private Limited
Young Brand Global Private Limited is a wholly owned subsidiary of
Young Brand Apparel Private Limited and a step-down subsidiary of S.P. Apparels Limited.
The company is engaged in the manufacturing and export of garments.
S.P. Retail Ventures Limited
FY 25-26 was a challenging year for the retail sector, with inflation
and higher interest costs continuing to place pressure on industry performance. Despite
these challenges,
S.P. Retail Ventures Limited reported revenue of Rs. 715.4 million for
FY 25-26 and demonstrated meaningful improvement in operating performance.
A key milestone during the year was that the Retail division reported
positive EBITDA, reflecting better execution, cost discipline and control. Retail EBITDA
losses reduced materially to Rs. 6.1 million in FY 25-26 as compared with Rs. 68.4 million
in FY 24-25.
S.P. Apparels (UK) Limited
S.P. Apparels (UK) Limited reported meaningful improvement during FY
25-26 and turned EBITDA positive as scale and operating leverage improved. The business
reported operational revenue of Rs. 870.4 million. EBITDA for FY 25-26 was positive at Rs.
11.0 million.
The UK business has also strengthened its commercial position. The
Company continues to build its customer base, including two anchor customers, and is
adding new customers to support revenue growth and margin improvement in the coming years.
S.P. Apparels International (Private) Limited
S.P. Apparels International (Private) Limited, the Sri Lankan
subsidiary of the Company, is a key strategic initiative and an important part of the
Group's next phase of growth. Sri Lanka strengthens the Company's manufacturing
footprint, improves geographic diversification and reduces concentration risk.
The first factory operations in Sri Lanka commenced from
April 2025, and the Company is progressing towards scaling the
operations to four factories within 12 months. During
FY26, the Sri Lanka operations achieved approximately
Rs. 450 million of FOB export top line within the first year of
operations.
OPERATIONS
The Company achieved a total revenue of Rs. 11202.10 Million as against
Rs. 9890.06 Million in the previous year. The
Company's Profit Before Tax is Rs. 1196.35 Million during the
year, as compared to Rs. 1117.47 Million in the previous year, with an increase of 7.06%
over the last year. The Company earned a Net Profit of Rs. 878.42 Million, as against a
Net Profit of Rs. 835.32 Million in the previous year.
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2026.
DIVIDEND
The Board of Directors of your Company is pleased to recommends a
dividend of Rs.3/- per Equity Share having a face value of Rs.10/- each (30%) on the paid
up Equity Share Capital of Rs.251.39 Million for the financial year ended on
31st March 2026 aggregating to Rs. 75.42 Million. The payment of
dividend is subject to approval of the shareholders at the 21st Annual General Meeting
(‘AGM') of the Company.
In view of the provisions made under the Income Tax Act, 2025, dividend
paid or distributed by the Company shall be taxable in the hands of the shareholders. Your
Company shall, accordingly, make the payment of the dividend after deduction of tax at
source at appropriate rates applicable to resident and non-resident shareholders as the
case may be.
As per the requirements of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and SEBI notification no.
SEBI/LAD/NRO/GN/2016-
17/008 dated 8th July 2016, the Company has formulated a Dividend
Distribution Policy which has been duly approved by the Board of Directors. A copy of the
Dividend Distribution Policy is available on the Company's website: https://
www.s-p-apparels.com/wp/wp-content/uploads/bsk-pdf-manager/2025/05/Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES & SURPLUS
The Company has not transferred any amount to the General
Reserve during the year under review. During the year under review, the
company has transferred Rs. 878.42 Million to Retained Earnings under the head Other
Equity.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
As required under the provisions of Section 125 and other applicable
provisions of Companies Act, 2013 (hereinafter "the Act"), dividend that remains
unpaid/ unclaimed for a period of seven years, are to be transferred to the account
administered by the Central Government viz: Investor Education and Protection Fund
("IEPF"). Accordingly, the company has transferred Rs. 4,546.50/- to the IEPF
pertaining to the financial year 2017-18, that remained unpaid or unclaimed for seven
consecutive years. However, no shares were required to be transferred to the IEPF during
the year under review.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs.
47,25,00,000/- divided into 4,72,50,000 equity shares of Rs. 10/- each
During the financial year under review, the Company has allotted 46,283
Equity Shares of face value of Rs. 10/- each fully paid up, pursuant to the exercise of
stock options by eligible employees under the SPAL Employee Stock Option Plan 2024, in
accordance with Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the
Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. The said equity shares rank pari passu in
all respects with the existing equity shares of the Company.
Consequent to the aforesaid allotment, the Issued, Subscribed and
Paid-Up Share Capital of the Company has been increased from Rs. 25,09,26,000/- to Rs.
25,13,88,830/- comprising of 2,51,388,83 equity shares of face value of Rs. 10/- each as
on March 31, 2026.
WEBLINK OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2025-26 as
required under Section 92(3) of the Companies Act, 2013 is available on the website of the
Company at the link https://www.s-p-apparels.com/wp/shareholders-information/
CAPITAL EXPENDITURE
As on 31st March, 2026, the gross fixed assets and Intangible Assets
block stood at Rs. 8916.26 Million and net fixed assets and Intangible Assets block at Rs.
4901.42 Million. Additions to Fixed Assets during the year amounted to Rs. 1003.96
Million.
BOARD AND COMMITTEE MEETINGS
The details of meetings of Board of Directors and Committees thereof
and the attendance of the Directors in such meetings have been enumerated in the Corporate
Governance Report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards. Such systems are found to be adequate
and are operating effectively. The Company has duly complied with
Secretarial Standards issued by the Institute of Company Secretaries of
India in respect of the meeting of the Board of Directors (SS-1) and General Meetings
(SS-2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there are no material departures from those
standards;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of period;
(c) the directors had taken proper and maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors laid down internal financial controls to be followed
by the Company and such internal financial controls were adequate and operating
effectively and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no instances of frauds identified or reported by the
Statutory Auditors during the course of their audit pursuant to Section 143(12) of the
Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the
criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that their name is included in the data bank as
per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Based on the confirmation / disclosures received from the Directors and
on the evaluation of the Board, the Independent Directors have complied with the Code for
Independent
Directors prescribed in Schedule IV to the Companies Act, 2013 and also
complied with the Code of Conduct for directors and senior management personnel formulated
by the company. the company for that
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDINGforthe THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
The Board of Directors have evaluated the Independent Directors during
the year 2025-26 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Company pursuant to the provisions of Section 178 of the Companies
Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated
a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and
senior management. The Nomination and Remuneration Policy of the Company can be accessed
on the Company's website at the link
https://www.s-p-apparels.com/wp/wp-content/uploads/bsk-pdf-manager/2025/05/NOMINATION-AND-REMUNERATION-POLICY-10-02-2025.pdf
COMMENTS ON AUDITORS' REPORT:
There are no qualifications, reservations or adverse remarks or
disclaimers made by ASA & Associates LLP, Statutory Auditors in their report.
Further, there are no qualifications, reservations or adverse remarks
or disclaimers made by MDS & Associates LLP,
Secretarial Auditors in their report
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013
The maintenance of cost record as specified by the Central
Government under Section 148(1) of the Companies Act, 2013 is
applicable to the Company and accordingly the cost accounts and records have been made and
maintained. The Company is, however, not required to have its cost records audited under
Rule 4 of the Companies (Cost Records and
Audit) Rules, 2014, as it qualifies for the exemption prescribed
thereunder
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The Company has given loans, provided guarantees and made investments
and complied with the provisions of section 186 of the Companies Act 2013 and as required
therein the details of the loans given, guarantees provided and investments made are
annexed by way of notes to accounts. However, the Company has not provided Securities in
connection with a loan to any other Body Corporate or person during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015
(as amended) during the financial year 2025-26 were in the ordinary course of business and
on an arm's length basis and not material in nature and thus a disclosure in Form
AOC-2 is not required.
The Policy on Related Party Transactions as approved by the
Board of Directors of the Company has been uploaded on the
Company's website and may be accessed through the link at
https://www.s-p-apparels.com/wp/wp-content/
uploads/bsk-pdf-manager/2026/04/RPT-Policy-amended-dt.-11.02.2026.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
Subsequent to the close of the financial year and up to the date of
this Report, the Board of Directors, at its meeting held on 11th August 2026, approved the
proposal for subdivision/ stock split of the equity shares of the Company from one equity
share of Rs.10/- each into 5 Equity Shares of Rs.2/- each, subject to the approval of the
shareholders and such other statutory/regulatory approvals as may be required.
The proposed sub-division will not result in any change in the total
Authorised, Issued, Subscribed, and Paid-up Share Capital of the Company. Only the number
of equity shares and their respective face values will stand altered.
Consequent to the aforesaid sub-division (stock split), the outstanding
stock options under the SPAL Employee Stock
Option Plan 2024 ("SPAL ESOP 2024") shall stand automatically
adjusted on a proportionate basis, such that the aggregate paid-up value of the equity
shares underlying the outstanding stock options remains unchanged.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-A and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
The Committee has formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day-to-day operations of the Company. The Risk
Management
Policy of the Company outlines different kinds of risks and risk
mitigating measures to be adopted by the Board. The Company has adequate internal control
systems and procedures to combat the risk. The Risk management procedure is reviewed by
the Audit Committee and Board of Directors on a Quarterly basis at the time of review of
Quarterly Financial Results of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company as specified in
Schedule VII of the Companies Act, 2013, which has been approved by the
Board. For other details regarding the CSR Committee, refer to the Corporate Governance
Report, which is a part of this report. The annual report on CSR activities is annexed in
Annexure-B herewith. The CSR policy may be accessed on the Company's website
http://www.s-papparels.com/assets/img/docs/CSR%20Policy.pdf.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE, ITS COMMITTEE
AND OF THE INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board of Directors evaluated the performance of the
Board, having regard to various criteria such as Board composition, Board processes,
Board dynamics etc. The Independent Directors, at their separate
meetings, also evaluated the performance of non-independent directors and the Board as a
whole based on various criteria. The performance of each independent
Director was evaluated by the entire board of directors on various
parameters like engagement, leadership, analysis, decision making, communication,
governance etc. The Board and the Independent Directors were of the unanimous view that
performance of the Board of Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board
having regard to various criteria such as committee composition, committee processes,
committee dynamics, degree of fulfillment of key responsibilities, effectiveness of
meetings etc. The Board was of the unanimous view that all the committees were performing
their functions satisfactorily.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013, Smt.
Sundararajan Latha (DIN: 00003388) Director retires by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Accordingly, the necessary resolution seeking approval of the members for her appointment
as a Director of the Company has been included in the Notice convening the Annual General
Meeting of the Company.
The members of the Company by means of Postal Ballot dated 9th April
2025 approved the appointment of Mr. Ravishankar
Balaraman as an Independent Director of the Company for the 1st term of
consecutive 5 years with effect from 7th
March 2025 and also approved the re-appointment(s) of Mr. Sundararajan
Chenduran and Mrs. Sundararajan Shantha as
Joint Managing Director(s) of the Company with effect
11th August 2025.
The members of the Company at the Annual General Meeting held on 1st
September 2025 approved the re-appointment of Mr. Sundararajan Perumal Mudaliar as
Chairman and Managing
Director of the Company for a further period of 3 years with effect
from 21st November 2025 and continuation as Managing Director upon his attaining the age
of 70 (seventy) years during his term of office, and further approved the
re-appointment(s) of Mrs. Harihara Sharma Lakshmi Priya and Mr. Chathamur Raman Rajagopal
as Non - Executive
Independent Director(s) of the Company for the 2nd term of five
consecutive years with effect from 2nd September 2025.
During the year under review, based on the recommendation of Nomination
and Remuneration Committee, the Board of
Directors appointed Mr. Srinivas Chidambaram (DIN: 00514665) as an
Additional Director in the capacity as an Independent Director of the Company with effect
from 12th November
2025 and recommended to the members for appointment as
Independent Director of the Company for the first term of consecutive
Five (5) years with effect from 12th November
2025. Subsequently, the same was approved by the members by means of
Postal Ballot dated 27th December 2025.
Mr. A.S. Anand Kumar, (DIN: 00058292), retired as Independent Director
on 12th November 2025 consequent to completion of his second term of consecutive five
years. The Board of Directors placed on record its sincere appreciation for the invaluable
services rendered by him during his tenure.
The Nomination and Remuneration Committee, the Audit
Committee and the Board of Directors at their respective meetings held
on 11th February 2026 has recommended and approved the re-appointment of Smt. Sundararajan
Latha (DIN: 00003388) as Executive Director of the Company for a further period of 3 years
with effect from 16th August 2026 and the same was approved by the members subsequently by
means of Postal Ballot dated 21st March 2026.
Key Managerial Personnel of the Company as required pursuant to Section
2 (51) and 203 of the Companies Act, 2013 are:
| Mr.P.Sundararajan |
- Chairman and Managing Director. |
| Mrs.S.Latha |
- Executive Director |
| Mr.S.Chenduran |
- Joint Managing Director |
| Mrs.S.Shantha |
- Joint Managing Director |
| Mr.V.Balaji |
- Chief Financial Officer and |
| Mrs.K.Vinodhini |
- Company Secretary. |
SUBSIDIARIES, JOINT VENTURESANDASSOCIATE COMPANIES.
The Company has Six subsidiaries viz. Crocodile Products Private
Limited, S.P.Apparels (UK) Private Limited, S.P Retail Ventures Limited, Young Brand
Apparel Private Limited, Young Brand Global Private Limited and S.P Apparels International
Private Limited.
The consolidated financial statements of the company and its
subsidiaries were prepared in accordance with the applicable accounting standards &
have been annexed to the Annual Report.
The annual accounts of the subsidiary companies are posted on the
website of the Company viz. https://www.s-p-apparels.com/wp/shareholders-information/ and
will also be kept open for inspection by any shareholder at the Registered Office of the
Company.
A report containing the salient features of the subsidiaries as
required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form
AOC – 1 and is attached as Annexure-C to this report.
Young Brand Apparel Private Limited and Young Brand Global Private
Limited are the Material Subsidiaries of the Company based on the financials for the year
ended 31st March 2025.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy may be accessed at:
http://www.s-p-apparels.com/wp/wp-content/uploads/ bsk-pdf-manager/
2025/05/Policy-for-Determining-Material-
Subsidiaries-amended-dt10.02.2025.pdf.
The Company does not have Joint Venture, Urban Stich (Private) Limited
is the associate company of the company.
CONSOLIDATED FINANCIAL STATEMENTS
Directors have attached the Consolidated Financial Statements in the
Annual Report pursuant to the provisions of the Companies Act, 2013. They are prepared in
accordance with the Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard. The Consolidated Financials also shows a significant
increase in revenue.
FIXED DEPOSITS
Since the Company has not accepted any fixed deposit covered under
Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid
as on 31st March, 2026 and accordingly, the question of default in repayment of deposits
or payment of interest thereon during the year does not arise.
FINANCE
Prompt repayments, facilitated by healthy cash flows, elevated the
standing of your Company. It enabled prudent application of funds and better negotiation
strength. This trend is expected to continue.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN
FUTURE
No significant and material order was passed by any Regulators that
have any impact on the going concern status and the operations of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has an adequate Internal Control System, commensurate with
the size, scale and complexity of its operations. The Audit Committee of the Board
periodically reviews the Internal Financial Control Systems and their adequacy and
recommends corrective action as and when necessary to ensure that an effective internal
control mechanism is in place.
The directors confirm that the Internal Financial Control (IFC) is
adequate with respect to the operations of the Company. A report of Auditors pursuant to
Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Control is annexed with the Auditors Report.
AUDITORS
a) STATUTORY AUDITORS
ASA & Associates LLP, Chartered Accountants, Chennai were appointed
as the Statutory Auditors of the Company for a period of five years at the Annual General
Meeting of the
Company held on 19th September 2022 from the conclusion of the 17th
Annual General Meeting till the conclusion of the 22nd Annual General Meeting to be held
in the year 2027.
The Company has received a certificate
Auditors to the effect that they are eligible to continue and hold the
office as the Statutory Auditors
b) SECRETARIAL AUDITORS
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of Sections 179 & 204 of the
Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules,
2014, MDS & Associates LLP (LLPIN: ABZ - 8060), Company Secretaries, Coimbatore were
appointed as Secretarial Auditors of the Company for a first term of 5 consecutive
financial years commencingfromthefinancial year 2025-26 by the Shareholders at the 20th
Annual General Meeting of the Company held on 1st September 2025.
The reports of the Secretarial Auditors comprising of the Company and
its Material Subsidiaries for the financial year 2025-26 are annexed as Annexure-D to this
Report.
c) INTERNAL AUDITOR
The Board has appointed BM & Associates, Chartered
Accountants, Coimbatore as Internal Auditors for the financial year
2026-27 pursuant to the provisions of Section 138 of the Companies Act, 2013.
EMPLOYEE WELFARE
The Employee Welfare Initiatives and practices followed by the Company
is among the best in the Corporate sector. The strength of company's employees is
close to 13534.
EMPLOYEE STOCK OPTION SCHEME
The Company has implemented the SPAL Employee Stock Option Plan 2024
(SPAL ESOP 2024). The Nomination and Remuneration Committee administers and monitors the
SPAL ESOP 2024 of the Company. The disclosure pursuant to the provisions of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 is given in Annexure-E to this
report.
A certificate implementation of the above mentioned fromtheStatutory
SPAL ESOP 2024 in accordance with SEBI Regulations and the resolution passed by
oftheCompany. the Members of the Company, will be available electronically for inspection
by the Members during the ensuing AGM and a copy of the same shall be available for
inspection at the
Registered Office of the Company during normal business hours on any
working day.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has been set up to define the policy
and redress complaints received. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. There were no complaints received from any
employee or third parties during the Financial Year.
1. Number of complaints received – Nil
2. Number of complaints disposed off NA
3. Number of complaints pending for more than 90 days - NA
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Employees of the Company, will be provided upon request. In terms of Section
136 of the Act, the reports and accounts are being sent to the members and others entitled
thereto, excluding the information on employees particulars which is available for
inspection by the members at the Registered Office of the Company during business hours on
working days of the Company upto the date of ensuing Annual General Meeting. If any member
is Interested in Inspecting the same, such member may write to the Company Secretary in
advance.
The ratio of remuneration of each director to the median remuneration
of the employees of the Company and other details in terms of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are part of this report as Annexure- F.
MANAGEMENT DISCUSSION & ANALYSIS
As per Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on
Management Discussion and Analysis Report outlining the business of your Company forms
part of this Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed and forms part of this
report. The Company has complied with the conditions relating to Corporate Governance as
stipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 (as amended).
AUDIT COMMITTEE
The Audit Committee of the Board of Directors has been duly constituted
in accordance with the provisions of Section 177 of the Companies Act, 2013. The details
relating to the composition, meetings and functions of the Committee are set out in the
Corporate Governance Report forming part of this Annual Report. The Board has accepted the
Audit Committee recommendations during the year whenever required and hence no disclosure
is required under Section 177(8) of the Companies Act, 2013 with respect to rejection of
any recommendations of Audit Committee by the Board.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances
of fraud and mismanagement and to report concerns about unethical behaviour or any
violation of the Company's Code of Conduct. During the year under review, there were
no complaints received under this mechanism. The policy can be accessed on the
Company's website at http://www.s-p-apparels.com/assets/img/docs/Vigil-
Mechanism-PolicyRevised.pdf
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications has been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions.
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
During the year under review, the Company ensured compliance with the
relevant provisions of the Maternity
Benefit Act, 1961, to the extent applicable.
INDUSTRIAL RELATIONS
The relationship between the management and the employees at all levels
during the year under review has been cordial and productive.
CAUTIONARY NOTE
Certain statements in "management discussions and analysis"
section may be forward looking and are stated as required by law and regulations. Many
factors, both external and internal, may affect the actual results which could be
different from what the directors envisage in terms of performance and outlook.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation, for
the contribution made by all the employees at all levels but for whose hard work and
support, your Company's achievements would not have been possible.
Your Directors also wish to thank its customers, suppliers and bankers
for their continued support and faith reposed in the Company.
|
For and on behalf of the Board of Directors |
|
P. Sundararajan |
S. Latha |
| Place : Avinashi |
Chairman and Managing Director |
Executive Director |
| Date : 11.08.2026 |
DIN : 00003380 |
DIN : 00003388 |
|