We have audited the accompanying financial statements of Spice Islands Industries Limited (Formerly knownas Spice Islands Apparels Limited) (“the Company”), which comprise the Balance Sheet as at March 31,2026,and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equityand Statement of Cash Flows for the year then ended, and notes to the financial statements, including materialaccounting policy information and other explanatory information. (hereinafter referred to as the “financialstatements”)
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner sorequired and give a true and fair view in conformity with the Indian Accounting Standards prescribed undersection 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended(“Ind AS”)and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specifiedunder section143(10) of the Act. Our responsibilities under those Standards are further described in the‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India(“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements for the year ended March 31,2025. These matters were addressed in the context of ouraudit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateopinion on these matters.
How our audit addressed the key audit matter
1 Revenue Recognition
Refer Note 2 of financial statements with respectto the accounting policies followed by theCompany for recognizing revenue from sale ofgoods and Services.
The Company recognized revenues amounting toRs. 1090.94 lakhs for the year ended March 31,2025, as disclosed in Note 25 to the financialstatements.
Revenue from the sale of goods are recognizedwhen control of the goods has been transferred tothe customers and when there are no otherunfulfilled obligation. Depending on thecontractual terms with the customers, this can beeither at the time of dispatch or delivery of goods.
Our audit procedures in respect of this area, among
others, included the following:
1. We evaluated the Company’s accounting policiespertaining to revenue recognition for sale ofgoods and services and assessed compliancewith the policies in terms of Ind AS 115 - Revenuefrom contracts with customers.
2. We understood the revenue recognition process,evaluated the design and implementation ofinternal controls relating to revenue recognised.
3. We selected samples and tested the operatingeffectiveness of internal controls, relating totransfer of control. We carried out a combination
Revenue from Renting / Hire of Electric Vehicle arerecognised on satisfaction of performanceobligation towards rendering of such services.
Revenue for hospitability business in respect ofincome from sale of rooms, food, beverages, andallied services relating to hotel operationsrecognised upon rendering of the service,provided pervasive evidence of an arrangementexists, tariff / rates are fixed or are determinableand collect ability is reasonably certain.
Revenue Recognition involves significantmanagement judgement in determining thetiming of revenue recognition, based on transferof control, due to the varying terms and conditionswith different customers and has accordinglybeen identified as a Key Audit matter.
of procedures involving enquiry, observation andinspection of evidence in respect of operation ofthese controls.
4. In respect of the selected sample of transactions:
• We obtained the customer contracts,wherever available and applicable andunderstood the terms and conditionsincluding delivery terms.
• We tested whether the revenue is recognisedupon transfer of control to customer either bydelivery or despatch.
• We tested on a sample basis (including forsales near to the period end) shippingdocuments/customer acknowledgment, asapplicable.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises theDirector’s Report but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we haveperformed, we conclude that there is a material misstatement of this other information, we are required to reportthat fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect tothe preparation of these financial statements that give a true and fair view of the financial position, financialperformance, changes in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statement that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reportingprocess.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressingour opinion on whether the company has internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management and Board of Directors.
• Conclude on the appropriateness of management and Board of Director’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company’s ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the financial statements or, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of thefinancial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in “Annexure A” astatement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit of the accompanying financial statements.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books except for the matters stated in the paragraph 2 (h) (vi)below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (asamended).
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, theStatement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are inagreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standardsspecified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31,2025 taken onrecord by the Board of Directors, none of the directors are disqualified as on March 31,2025 from beingappointed as a director in terms of Section 164 (2) of the Act.
(f) The reservation relating to the maintenance of accounts and other matters connected therewith are asstated in paragraph 2 (b) above on reporting under Section 143(3)(b) and paragraph 2 (h) (vi) below onreporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
(g) With respect to the adequacy of the internal financial controls with reference to financial statements ofthe Company and the operating effectiveness of such controls, refer to our separate Report in“Annexure B”.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company does not have any pending litigation which would impact its financial position as at31st March 2026.
ii. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses as at 31 March 2026.
iii. There are no amounts required to be transferred, to the Investor Education and Protection Fundby the Company during the year ended 31 March 2026
iv. (1) The Management has represented that, to the best of it’s knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company to or in any other person(s) orentity(ies), including foreign entities (“Intermediaries”), with the understanding, whetherrecorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries.
(2) The Management has represented, that, to the bst of it’s knowledge and belief, no fundshave been received by the Company from any person(s) or entity(ies), including foreignentities (Funding Parties), with the understanding, whether recorded in writing or otherwise,as on the date of this audit report, that the Company shall, directly or indirectly, lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(3) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances, and according to the information and explanationsprovided to us by the Management in this regard nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) asprovided under (1) and (2) above, contain any material mis-statement.
v. The interim dividend declared and paid by the Company during the year and until the date of thisaudit report is in accordance with Section 123 of the Act.
vi. Based on our examination, the Company has used an accounting software for maintaining itsbooks of account which has a feature of recording audit trail (edit log) facility, however audit trailfeature was not enabled during the year in respect of the accounting software (Tally). Further, theaudit trail facility has not been operated throughout the year for all relevant transactions recordedin the accounting software. Further, during the course of our examination, we did not come acrossany instance of the audit trail feature being tampered with in the accounting software.
3. Based on our audit, we report that the Company has not paid or provided for any managerial remunerationduring the year. Accordingly, reporting under section 197(16) of the Act is not applicable.
For Giriraj Bang & Company
Chartered Accountants
ICAI Firm Registration No. 129434W
Vivek Bang
Partner
Membership No. 143938
UDIN : 26143938BSRBVJ9033
Place : Mumbai
Date : May 29, 2026