Nature of the Disclosure

This is a regulatory compliance disclosure submitted to the BSE Limited and the National Stock Exchange of India Limited. It contains the Scrutinizer's Report and the official declaration of voting results from the 21st Annual General Meeting (AGM) of S.P. Apparels Limited, held on September 21, 2026.

The AGM was conducted via Video Conference (VC)/Other Audio Visual Means (OAVM) at 4:00 PM IST. The meeting was convened to transact the business outlined in the notice dated August 11, 2026. Mr. M D Selvaraj, FCS, Managing Partner of MDS & Associates LLP, was appointed as the Scrutinizer to oversee the remote e-voting and e-voting process at the meeting.

Voting Process and Timeline

The remote e-voting period commenced on September 18, 2026, at 9:00 AM IST and concluded on September 20, 2026, at 5:00 PM IST. The cut-off date for determining member eligibility to vote was September 14, 2026. E-voting was also available during the AGM for shareholders who had not voted remotely. The Scrutinizer unblocked the votes on September 21, 2026, at 4:59 PM IST in the presence of two witnesses.

Detailed Voting Results

All five resolutions proposed in the AGM notice were passed with the requisite majority. The results are broken down by mode of voting (remote e-voting and e-voting at the AGM).

Resolution 1: Ordinary Resolution - Adoption of Audited Financial Statements

  • Total Valid Votes: 190,65,797 shares
  • Votes in Favor: 190,65,792 shares (100.00% of valid votes)
  • Votes Against: 5 shares (Negligible)
  • Abstained: 2 shareholders holding 31,018 equity shares abstained via remote e-voting.

Resolution 2: Ordinary Resolution - Declaration of Dividend

  • Total Valid Votes: 190,96,815 shares
  • Votes in Favor: 190,96,810 shares (100.00% of valid votes)
  • Votes Against: 5 shares (Negligible)
  • Invalid Votes: 0

Resolution 3: Ordinary Resolution - Re-appointment of Mrs. S. Latha (DIN: 00003388)

  • Total Valid Votes: 190,96,815 shares
  • Votes in Favor: 190,78,971 shares (99.91% of valid votes)
  • Votes Against: 17,844 shares (0.09% of valid votes)
  • Note: 1 shareholder holding 5,142 shares partially voted in favor (683 shares) and partially against (4,459 shares).

Resolution 4: Special Resolution - Sub-division of Equity Share Face Value

  • Purpose: To sub-divide the face value of equity shares from ₹10 each to ₹2 each.
  • Total Valid Votes: 190,96,815 shares
  • Votes in Favor: 190,96,810 shares (100.00% of valid votes)
  • Votes Against: 5 shares (Negligible)

Resolution 5: Special Resolution - Alteration of Capital Clause of MOA

  • Total Valid Votes: 190,96,815 shares
  • Votes in Favor: 190,96,810 shares (100.00% of valid votes)
  • Votes Against: 5 shares (Negligible)

Signatories and Certification

The report and declaration are signed by P. Sundararajan, Chairman & Managing Director (DIN: 00003380) of S.P. Apparels Limited, and by M D Selvaraj, the appointed Scrutinizer. The Scrutinizer's report is dated September 22, 2026, and the company's declaration is dated September 23, 2026, from Avinashi.