Shareholders meeting

August 28, 2026 Bombay Stock Exchange Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, 'Exchange Plaza', Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 001. Mumbai – 400 051. Scrip Code: 540048 Symbol: SPAL Dear Sirs, Sub: Intimation of Date of 21st Annual General Meeting (AGM) & Submission of 21st AGM Notice and its Related Information Pursuant to Regulation 30 and Schedule III of SEBI (LODR) Regulations, 2015, we inform you the following: The Notice of 21st Annual General Meeting of S.P. Apparels Limited scheduled to be held on Monday, 21st September 2026 on 04.00 P.M through Video Conferencing (“VC”) / Other Audio Visual Means (“OVAM”), containing the business to be transacted thereat, is attached herewith. Pursuant to Provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015 it is informed that the Company fixed the following dates in connection with the ensuing 21st AGM: Security Code Type of Book Closure Cut-off Date Purpose Security From - To BSE – 540048 Tuesday, 15th September 14/09/2026 21st Annual General Meeting Equity 2026 to Monday, 21st scheduled to be held on 21st NSE - SPAL September 2026. September, 2026. Kindly take the above information on record. Thanking You, For S.P.Apparels Limited, K.Vinodhini Company Secretary and Compliance Officer S.P. APPARELS LIMITED 224 ANNUAL REPORT 2025-26 NOTICE NOTICE is hereby given that the 21st Annual General Meeting (“AGM”) of the Shareholders of the Company will be held on Monday, 21st day of September 2026 at 4.00 PM (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business(es): ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone & Consolidated Audited Financial Statements including Statement of Profit and Loss (including other comprehensive income), along with the Statement of Cash Flows and the Statement of changes in Equity for the financial year ended 31st March, 2026, the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare Dividend of the Company for the financial year ended 31st March 2026. 3. To appoint a Director in the place of Mrs.S. Latha (DIN: 00003388), who retires by rotation and being eligible offers herself for re-appointment. SPECIAL BUSINESS: 4. To consider and approve the sub-division of face value of Equity Shares of the Company from Rs.10/- each to Rs. 2/- each and in this regard, if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Share Capital and Debentures) Rules, 2014 and pursuant to the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment made thereof for the time being in force), and in accordance with the Articles of Association of the Company and subject to receipt of such other approvals, consent, permissions and sanctions, as may be required, from concerned statutory/ regulatory authority(ies) and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, and on recommendation of the Board of Directors of the Company (herein after referred to as “the Board”, which expression shall include any Committee of the Board of Directors), the consent of the members of the Company be and is hereby accorded for sub-division/ Split of the each existing equity share of the Company having face value of Rs. 10/- (Rupees Ten only) each fully paid-up into 5 (Five) equity shares of Rs. 2/- (Rupees Two Only) each fully paid-up, ranking pari-passu with existing equity shares in all respects with effect from such date as may be fixed for the said purpose (‘Record date’) to be determined by the Board or any individual authorized by the Board for this purpose and without altering the aggregate amount of paid-up share capital. RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, since all the existing equity shares of the Company are being held in dematerialized form, the number of sub-divided equity shares of the face value of Rs. 2/- (Rupees Two only) each, fully paid up, shall be credited to the respective beneficiary account of the shareholders maintained with their respective depository participants, in lieu of the existing credits representing the equity shares of face value of Rs.10/- (Rupees Ten only) each, fully paid up, of the Company on the Record Date and the Company shall undertake such Corporate Action(s) as may be necessary in relation to the existing Equity Shares of the Company. RESOLVED FURTHER THAT consequent to the above subdivision of equity shares, the Board be and is hereby authorized to make appropriate adjustments to ensure fair and reasonable adjustment to the entitlement of the participants under the “SPAL Employee Stock Option Plan 2024 (“ESOP 2024”)” of the Company to the outstanding stock options (whether vested or unvested as on the Record Date) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out S.P. APPARELS LIMITED 225 ANNUAL REPORT 2025-26 of and incidental thereto and to execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any of the powers herein vested in the Board to any Director(s), Officer(s) of the Company as may be required to give effect to this above resolution.” 5. To consider and approve the alteration of Capital Clause of the Memorandum of Association of the Company and in this regard, if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with relevant rules framed thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), and in accordance with the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions, as may be required, from any authority and subject to such other conditions and modifications as may be prescribed or imposed while granting such approvals, and on recommendation of the Board of Directors of the Company (herein after referred to as “the Board”), the consent of the members of the Company be and is hereby accorded to delete the existing Clause V of the Memorandum of Association of the Company in entirety and to substitute thereof with a new Clause V as following: “V. The Authorized Share Capital of the Company is Rs. 47,25,00,000/- (Rupees Forty Seven Crores Twenty Five Lakhs only) divided into 23,62,50,000 (Twenty Three Crores Sixty Two Lakhs and Fifty Thousands only) Equity Shares of Rs.2/- (Rupees Two only) each with the power to increase or reduce the capital of the Company and to reclassify or divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, cumulative, convertible, redeemable, qualified with special rights, privileges, conditions or restrictions as may be determined by or in accordance with the provisions of the Articles of Association of the Company for the time being in force, and to vary, modify, enlarge or abrogate any such rig [Showing first 8,000 characters — download PDF for full document]