S.P. Apparels Limited — AGM Information 2025

Sep 1, 2025

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September 1, 2025

To Listing Department Listing Department BSE Limited National Stock Exchange of India Limited 25[th] Floor, PJ Towers, Dalal Street Exchange Plaza, C-1 Block G Mumbai – 400 001 Bandra Kurla Complex, Bandra, East Mumbai - 400 051

Dear Sir / Madam,

Sub: Proceedings of the 20[th] Annual General Meeting of the Company held on Monday, the 1[st] day of September, 2025 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the 20[th] Annual General Meeting of the Company was duly held on Monday the 1[st] day of September, 2025 at 04:00 PM (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant circulars issued by the Ministry of Corporate Affairs (“MCA Circulars”) and the Securities and Exchange Board of India (“SEBI Circulars”) and the proceedings of the said meeting is given hereunder:

Present:

The following Directors were present at the 20[th] Annual General Meeting from various locations through Video Conferencing (VC) / Other Audio Visual Means (OAVM):

Name of the Director	Category / Designation
Sri. P.Sundararajan	Chairman & ManagingDirector
Smt. S.Latha	Executive Director
Sri. S Chenduran	Joint Managing Director
Smt. S Shantha	Joint Managing Director
Sri.A.S.Anand Kumar	Independent Director
Sri.Ravishankar Balaraman	Independent Director
Sri. C. R. Rajagopal	Independent Director and Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee
Smt. Lakshmi Priya	Independent Director

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In attendance

Smt.P V .Jeeva – Chief Executive Officer (CEO)

Sri. V Balaji, Chief Financial Officer (CFO)

Smt. K Vinodhini, Company Secretary

Sri. D.K. Giridharan, Partner of ASA & Associates LLP, Statutory Auditors and Sri. M D Selvaraj, Managing Partner of MDS & Associates LLP, Secretarial Auditors and Scrutinizer for the meeting were also present at the 20[th] Annual General Meeting through VC/OAVM.

A total of 39 members representing 1,59,16,973 equity shares have attended the meeting through the video conferencing / other audio-visual means.

Smt.K Vinodhini, Company Secretary, welcomed all the members and informed that this 20[th] Annual General Meeting of the Company is being held through Video Conferencing / Other Audio Visual Means ("VC/OAVM") facility.

Before commencing with the proceedings of the meeting, she briefed certain procedural and technical information regarding the participation by the members through video conferencing / other audio-visual means. She informed further that the Company had provided to the Shareholders, the facility to cast their vote electronically on all resolutions set forth in the Notice of the AGM through remote e-voting facility provided by the MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) (MIIPL), which had commenced on Friday, 29[th] August, 2025 at 9:00 AM and ended on Sunday, 31[st] August 2025 at 5:00 PM (IST). Further, she informed that the shareholders, who are present at the AGM and had not cast their vote through remote e- voting, have been provided an opportunity to cast their votes through e-voting at the Meeting. In this regard, the Board of Directors have appointed Sri. M D Selvaraj, Managing Partner of MDS & Associates LLP, Company Secretaries, Coimbatore as the Scrutinizer to conduct the remote e-voting and e-voting process at the 20[th] AGM in a fair and transparent manner and to ascertain the requisite majority.

Then, she introduced the Board of Directors and Key Managerial Personnel, Statutory Auditors, Secretarial Auditors/ Scrutinizer who were present in the meeting through VC/OAVM facility.

Thereafter, she requested Sri. P.Sundararajan, Chairman and Managing Director of the Company to take over the proceedings of 20[th] Annual General Meeting.

Sri. P. Sundararajan, Chairman and Managing Director of the Company, occupied the Chair and welcomed all the shareholders, Directors, Auditors, Scrutinizer and other stakeholders to the 20[th] Annual General Meeting of the Company held through Video Conferencing / Other Audio Visual Means ("VC/OAVM") facility.

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The Chairman of the meeting informed that the requisite quorum was present, and then called the meeting to order and proceeded to conduct the meeting.

He further mentioned that since there was no physical attendance of the Members, the requirement of appointment of proxies was not applicable.

The Chairman affirmed that he was satisfied with the facilities provided to the members of the Company for participating in this meeting through video conferencing and that the Company had taken all feasible efforts to enable members to participate through video conference and cast their votes electronically.

Thereafter, he informed that the registers as required under the Companies Act, 2013 has been made available electronically for inspection by the members during the AGM and members seeking to inspect such registers could send their request to csoffice@s-p-apparels.com.

He further informed that since the notice of the AGM along with the audited standalone and consolidated financial statements and the Directors’ report for the year ended 31[st] March 2025 has already been circulated to all the members, the same has been taken as read. Further, he informed that that there were no qualifications, reservations or adverse remarks or disclaimers made in the Statutory Auditors Report, the same has been taken as read. However, the Secretarial Auditors in their Secretarial Audit Report have made a remark, and, in this regard, the Company has provided suitable reply in the Director’s Report.

Thereafter, he briefed the members about the performance of the Company.

Then the Chairman requested Smt. K Vinodhini, Company Secretary to take over the proceedings of 20[th] Annual General Meeting.

Thereafter, Smt. K Vinodhini, Company Secretary read the summary of the resolutions set out in the agenda Item No.1 to 7 of the Notice of the 20[th] Annual General Meeting dated 6[th] August, 2025 as follows:

Ordinary Business:

1. Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2025 together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

2. Declaration of dividend on Equity Shares for the financial year ended 31[st] March, 2025. (Ordinary Resolution)

3. Re-appointment of Mr. S Chenduran (DIN: 03173269) as Director, who retires on rotation. (Ordinary Resolution)

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Special Business:

1. Appointment of MDS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the first term of Consecutive five years from the financial year 2025-26. (Ordinary Resolution)

2. Re-appointment of Mr. Sundararajan Perumal Mudaliar (DIN: 00003380) as Chairman and Managing Director of the Company. (Special Resolution)

3. Re-appointment of Mrs. Lakshmi Priya (DIN: 07148483) as an Independent Director of the Company for the second term of consecutive five years. (Special Resolution)

4. Re-appointment of Mr. C.R. Rajagopal (DIN: 08853688) as an Independent Director of the Company for the second term of consecutive five years. (Special Resolution)

She then opened the floor for the registered speaker shareholders to raise their queries and explained them about the procedure to be followed.

She then invited the shareholders who had registered themselves as speakers to ask question or express their views through video conferencing facility. The Chairman then clarified the queries raised by the speaker shareholders.

Thereafter, Smt. K Vinodhini, Company Secretary informed that the e-voting facility provided by the MUFG Intime India Private Limited (MIIPL) would remain open for the next 15 minutes to enable the shareholders, who are present at the meeting and had not cast their votes through remote e- voting, to cast their votes electronically. She further informed that the results of the voting shall be declared within the prescribed time and the consolidated scrutinizer’s report along with the voting results would be submitted to the Link Intime India Private Limited (https://instavote.linkintime.co.in), BSE Limited, National Stock Exchange of India Limited and would also be placed on the Company’s website (www.s-p-apparels.com).

She then extended vote of thanks to all shareholders and the Directors and the Auditors and other stakeholders, who have joined this 20[th] Annual General Meeting through video conferencing facility/other audio-visual means.

The 20[th] AGM was concluded at 4.38 PM.

Kindly take the above on record. Thanking you, Yours faithfully,

For S P Apparels Limited

Vinodhini K Digitally signed by Vinodhini K DN: c=IN, o=Personal, title=1810, pseudonym=26d92874918e45f6b5a95842d7231ebf, 2.5.4.20=ab414dfe4760214b391934c0f5efdefdd1aa4b0a456b3389c04b337870604fd2, postalCode=638111, st=Tamil Nadu, serialNumber=222643296fc732d90bef8378f221a25ed56283974c715cddd39356a733f16c87, cn=Vinodhini K Date: 2025.09.01 18:26:35 +05'30'

K.Vinodhini

Company Secretary and Compliance Officer

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