Your Directors have pLeasure in presenting 35^th AnnuaL Report of the Company aLongwith the Audited Financial.
Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

There was no subsidiary company during the financiaL year 2023-24, therefore, consolidated figures for the financiaL
year 2023-24 were not given.

DIVIDEND

The Board of Directors of the Company (‘the Board’)
has recommended finaL dividend of ' 0.25 (Twenty
Five Paisa) per equity share of the Company for the
year ended March 31, 2025. The dividend on equity
shares is subject to the approvaL of the SharehoLders
at the ensuing AnnuaL GeneraL Meeting of the Company
scheduLed to be heLd on Friday, 26^th September, 2025.
The dividend once approved by SharehoLders wiLL be paid
within the statutory time Limit.

As per Section 194 of the Income Tax Act, a company is
required to deduct TDS at the rate of 10% on dividend
payments made to resident individuaLs if the amount
exceeds ' 10,000 in a financiaL year, whiLe for other
resident entities, TDS is appLicabLe at 10% without
any threshoLd; however, if the recipient does not
furnish PAN, TDS shaLL be deducted at 20%. No TDS is
required on dividend payments made to Life Insurance
Corporation of India, GeneraL Insurance Corporation of
India, any other insurer, and MutuaL Funds specified
under Section 10(23D) of the Act. Further, as per Section
195/196, TDS is required to be deducted on dividend
payments to non-resident sharehoLders at the rate of
20% pLus appLicabLe surcharge and cess, subject to reLief
under a DoubLe Taxation Avoidance Agreement (DTAA), if
avaiLabLe.

DIVIDEND DISTRIBUTION POLICY

In terms of ReguLation 43A of the Securities and
Exchange Board of India (Listing ObLigations and
DiscLosures Requirements) ReguLations, 2015
(“Listing ReguLations”), the Dividend Distribution PoLicy
of the Company is avaiLabLe on the Company’s website
www.flLatex.com.

TRANSFER TO RESERVES

During the year under review, no amount has been
transferred to the Reserves and the entire amount of
profits has been retained in the profit and Loss account.

OPERATIONS & EXPANSION

Revenue from operations for the financiaL year 2025 was
' 4,25,215 Lacs as against ' 4,28,590 Lacs in previous
financiaL year 2024. The saLes quantity stood at 390,000

a slight drop from 401,000. During the financial, year
under review, our EBITDA grew by 7.76% to ' 25,770
Lacs, up from ' 23,915 Lacs and PAT rose 21.58%,
reaching ' 13,459 Lacs, up from '11,070 Lacs.

The Company is in process of putting up additional
manufacturing facilities of Partially Oriented Yarn (POY) of
19800 MTPA, Fully Drawn Yarn (FDY) of 28800 MTPA and
Draw Textured Yarn (DTY) of 14400 MTPA at its existing
unit at Dahej. The estimated cost of this expansion is
projected at/about ' 235 crores and the expected date
of commissioning is September 2026.

The Company is also in process of putting up the Steam
Power Distribution Project through which the Company
will sell surplus around 70TPH steam generated from
captive power plant to the small companies/persons. To
implement this project, the Company will incur an outlay
cost of ' 85 crores which will be financed through internal
accruals. The expected date of commissioning is June
2026. With this, the Company is expected to generate
additional EBDITA of around ' 60 crores annually.

Considering the focus on sustainability of textile industry
and the need to shift from linear to circular economy,
the Company has developed an in-house R&D process to
utilize textile waste in any form. A pilot plant is already
operational, processing various pre-consumer textile
waste such as garment and home linens.

The Company is also executing its Polyester Textiles
Recycling Project in its wholly owned subsidiary, Texfil
Private Limited. The estimated project cost shall be
around ' 300 crore for an annual capacity of 26,250 MT.
This project will use polyester textile waste in all forms
to produce polyester chips. We are setting up this plant
near our existing dahej facility. This location has easy
access to waste, raw material supply as well as good
infrastructure. Project engineering consultants have been
appointed. Building construction has already started and
equipment ordering are being finalized. Production is
expected to start by September 2026.

SUBSIDIARY COMPANY

During the year ended March 31, 2025, the Company
has acquired all existing 2,000 Equity Shares of Texfil
Private Limited at a face value of ' 10 each from
Mr. Madhu Sudhan Bhageria and Mr. Purrshottam
Bhaggeria, Promoter Directors of the Company. Texfil
Private Limited has become the Company’s wholly
owned subsidiary with effect from May 01, 2024. A
statement containing salient features of the Financial
Statement of the said Subsidiary Company is attached
as required under the first proviso to sub-section (3) of
Section 129 read with rule 5 of Companies (Accounts)
Rules, 2014 as Annexure “A”.

During the current financial year 2025-26, the Company
has, on 6^th May, 2025, acquired 1,99,80,000 Equity
Shares of face value of ' 1 each at a price of ' 10 each
of Texfil Private Limited (Texfil'), Wholly Owned Subsidiary
for an aggregate amount of ' 19.98 crore under Right
Issue.

FILATEX EMPLOYEE STOCK OPTIONS
SCHEME, 2015

The Nomination and Remuneration Committee of the
Company had at its meeting held on October 30, 2023,
approved grant of 27,20,000 (face value of ' 1/- per
share) stock options (“options”) to the eligible employees
of the Company under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS -2015), at an
exercise price of ' 48.05 per option (being the closing
price at BSE on October 27, 2023 i.e. immediately
preceding the grant date), each option being convertible
into one Equity Share of the Company upon vesting
subject to the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 and
the terms and conditions of the Filatex ESOS 2015.

During the year under review, the Nomination and
Remuneration Committee of the Board of Directors of
the Company at its meeting held on 29^th January, 2025,
approved grant of 1,50,000 Stock Options ("Options")
to the eligible Employees of wholly owned subsidiary
company i.e. Texfil Private Limited under the Filatex
Employee Stock Option Scheme 2015 (Filatex ESOS-
2015), at an exercise price of ' 46.61 per Option (being
the closing price at NSE on 28.01.2025 i.e. immediately
preceding the grant date), each Option being convertible
into one Equity Share of the Company upon vesting
subject to the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 /
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the terms and conditions of
the Filatex ESOS 2015. The Options shall vest in three
instalments i.e. 35% on 30.10.2026, 25% on 30.10.2027
& 40% on 30.10.2028.

During the year 2025-26, the Nomination and
Remuneration Committee of the Board of Directors of
the Company at its meeting held on 23^rd July, 2025,
approved grant of 2,50,000 Stock Options (“Options”) to
the eligible employee of Texfil Private Limited, Wholly
Owned Subsidiary Company under the Filatex Employee
Stock Option Scheme 2015 (Filatex ESOS-2015), at an
exercise price of ' 59.00 per Option, each Option being
convertible into one Equity Share of the Company upon
vesting subject to the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations,
2014 / SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the terms and conditions
of the Filatex ESOS 2015. The Options shall vest in four
instalments i.e.

Diluted Earnings per share (EPS) taking the effect of
issuance of options under FiLatex ESOS 2015 had
been caLcuLated (refer Note No. 41 of the StandaLone
Financial Statement). Disclosure under SEBI (Share
Based Employees Benefits) Regulations, 2014 regarding
detaiLs of the FiLatex ESOS, 2015 for the financial year
ended March 31, 2025 has been given in Note 51 of the
StandaLone Financial Statement.

SHARE CAPITAL

Presently, the Company’s Issued & Paid-up Share CapitaL
is ' 44,38,55,500 consisting of 44,38,55,500 Equity
shares of ' 1/- each.

DEPOSITS

During the year under review, the Company has not
accepted any deposits.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Swarup Chandra
Parija (DIN: 00363608), Mr. Suraj Parkash Setia
(DIN: 00255049) and Smt. PaLLavi Joshi Bakhru (DIN:
01526618), Independent Directors of the Company were
ceased to be the Independent Directors of the Company
with effect from September 27, 2024 on completion of
their second and finaL term of 5 (five) years.

During the year under review, Mr. Manish Vij has been
appointed as an Independent Director of the Company
for the period starting from August 29, 2024 tiLL
September 30, 2025.

Mr. Purrshottam Bhaggeria (DIN: 00017938), Vice
Chairman & Managing Director, retires by rotation and
being eLigibLe, offer himseLf for re-appointment at the
ensuing AnnuaL GeneraL Meeting.

On the recommendation of Nomination & Remuneration
Committee, the Board of Directors of the Company in its
meeting heLd on 23^rd JuLy, 2025, inter-aLia, approved the
foLLowing:

1. Re-appointment of Mr. Rajender Mohan Malla

as an Independent Director of the Company for a
period of five years w.e.f. 27^th JuLy, 2025.

2. Re-appointment of Mr. Manish Vij as an
Independent Director of the Company for a period
of five years w.e.f. 30^th September, 2025.

3. Re-appointment of Mr. Madhu Sudhan Bhageria

as Chairman and Managing Director of the Company
for a further period of five years w.e.f. 30^th JuLy,
2025.

4. Re-appointment of Mr. Purrshottam Bhaggeria

as Managing Director designated as Vice Chairman
& Managing Director of the Company for a further
period of five years w.e.f. 30^th JuLy, 2025.

5. Re-appointment of Mr. Madhav Bhageria as
Managing Director of the Company for a further
period of five years w.e.f. 30^th JuLy, 2025.

The re-appointment(s) of Mr. Rajender Mohan
MaLLa, Mr. Manish Vij, Mr. Madhu Sudhan Bhageria,

Mr. Purrshottam Bhaggeria and Mr. Madhav Bhageria
have been approved subject to the approvaL of
shareholders in the ensuing AnnuaL GeneraL Meeting.

They have confirmed that they are not debarred from
hoLding office of director by virtue of any SEBI order or
any other such authority.

Mr. Rajender Mohan MaLLa, Ms. Meenakshi MaLLik, and
Mr. Manish Vij, Independent Directors have confirmed
that their names have been enroLLed in the Independent
Directors’ Databank.

The directors wouLd Like to confirm that the Company
has received declaration from all the Independent
Directors confirming their independence as weLL
as confirmation that “he/she is not aware of any
circumstance or situation, which exist or may be
reasonably anticipated, that couLd impair or impact his/
her abiLity to discharge his/her duties with an objective
independent judgement and without any externaL
influence”. Accordingly, the requirement of Section
149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) & Regulation 25(8) of the Listing Regulations are duLy
compLied with. Pursuant to the circuLar reLating to the
“enforcement of SEBI Order regarding appointment of
directors by Listed companies” dated June 20, 2018, any
director of the Company is not debarred from hoLding
the office of director pursuant to any SEBI order. Your
directors wouLd Like to confirm that as per the opinion
of the Board of Directors, aLL the Independent Directors
of the Company meet the requirement of integrity,
expertise and experience (including the proficiency)
required for their appointment.

Pursuant to the provisions of Section 203 of the
Act, at present, the Key Managerial Personnel of the
Company are: Mr. Madhu Sudhan Bhageria (Chairman
and Managing Director), Mr. Purrshottam Bhaggeria (Vice
Chairman & Managing Director), Mr. Madhav Bhageria
(Managing Director), Mr. Nitin AgarwaL, Chief Financial
Officer and Mr. Raman Kumar Jha, Company Secretary
of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act,

2013 and SEBI ReguLations, the Board has carried out
an evaLuation of its own performance, the directors
individuaLLy and the evaLuation of the working of its Audit,
Nomination & Remuneration Committees, Stakeholders
ReLationship Committee and Finance & Corporate
Affairs Committee. The manner in which the evaLuation
has been carried out has been given in the Corporate
Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination & Remuneration Committee has framed a
poLicy for seLection and appointment of Directors, Senior
Management and their remuneration. The Nomination
& Remuneration PoLicy is avaiLabLe on the Company’s
website www.flLatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 (“Act”),
the Corporate SociaL Responsibility (“CSR”) Committee
consists of Mr. Madhu Sudhan Bhageria as the Chairman,
Mr. Purrshottam Bhaggeria, Mr. Madhav Bhageria,

Mr. Rajender Mohan MaLLa and Ms. Meenakshi MaLLik, as
members.

The Board, on the recommendation of CSR Committee,
approved ' 496.37 Lakhs being two percent of average
net profits of ' 24818.74 Lakhs during preceding three
financiaL years of the Company caLcuLated in accordance
with the provision of Section 198 of the Companies Act,
2013 to be spent on CSR activities during the financiaL
year 2024- 25 in accordance with CSR PoLicy, which is
avaiLabLe at the Company website www.flLatex.com.

During the year under review, the Company has incurred
an expenditure of ' 76.72 Lakhs on Education, Swachh
Bharat Abhiyan, HeaLth faciLities, Promotion of sports,
making avaiLabLe safe drinking water, ruraL deveLopment,
women empowerment etc and an amount of ' 421.49
has been transferred to be spent to LaLa Govindramjee
CharitabLe Society, an impLementing agency towards
construction and setting up the schooL in EksaL ViLLage,
District Bharuch, Gujarat.

DetaiLs of the expenditure incurred towards CSR
activities for the financiaL year 2024-25 is annexed
herewith as Annexure “B”.

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were heLd
during the year. The detaiLs of which are given in the
Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013,
your Directors state that:

i. in the preparation of the annuaL accounts for the
financiaL year ended March 31, 2025, the appLicabLe
accounting standards have been foLLowed and that
there are no materiaL departures therefrom;

ii. they have seLected such accounting poLicies and
appLied them consistentLy and made judgments and
estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irreguLarities;

iv. they have prepared the annuaL accounts on a going
concern basis;

v. they have Laid down internaL financiaL controLs to
be foLLowed by the Company and that such internaL

financiaL controLs are adequate and are operating
effectiveLy; and

vi. That they have devised proper systems to ensure
compLiance with the provisions of aLL appLicabLe
Laws and that such systems are adequate and
operating effectiveLy.

SECRETARIAL STANDARDS

Your Directors state that appLicabLe SecretariaL
Standards, i.e. SS-1 and SS-2, reLating to ‘Meetings
of the Board of Directors’ and ‘GeneraL Meetings’,
respectiveLy, have been duLy foLLowed by the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management
Discussion & AnaLysis as per ScheduLe V of the
SEBI (Listing ObLigations DiscLosure Requirements)
ReguLations,2015 aLong with Certificate regarding
compLiance of conditions of Corporate Governance are
annexed herewith as Annexure “C”.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of ReguLation 34 of the SEBI (Listing ObLigations
and DiscLosure Requirements), ReguLation, 2015, the
Management Discussion & AnaLysis is set out in this
AnnuaL report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In recent years, the importance of addressing cLimate
change, promoting incLusive growth, and transitioning
to a sustainabLe economy has gained significant gLobaL
attention. Investors and stakehoLders now expect
companies to be responsibLe and sustainabLe in their
practices, pLacing equaL importance on reporting their
performance on sustainabiLity-reLated factors aLongside
financiaL and operationaL performance.

As per the amendment to ReguLation 34(2)(f) of the
Listing ReguLations, 2015 and the NationaL GuideLines
on ResponsibLe Business Conduct (NGRBC) issued by
the Ministry of Corporate Affairs, Government of India,
the top one thousand Listed companies are required
to prepare and present a Business ResponsibiLity and
SustainabiLity Report (BRSR) to stakehoLders. This
repLaces the previous Business ResponsibiLity Report
(BRR) and foLLows internationaLLy accepted reporting
frameworks such as GRI, SASB, TCFD, and Integrated
Reporting.

Starting from the financiaL year 2022-23, fiLing the
BRSR has become mandatory for the top 1000 Listed
companies based on market capitaLization, repLacing
the BRR. As of December 31, 2024, Our Company is
ranked 967 at NSE and 979 at BSE based on market
capitaLization. The BRSR requires Listed entities to
discLose their performance against the nine principLes
of the NGBRC, with reporting divided into essentiaL and
Leadership indicators. EssentiaL indicators are mandatory
to report, whiLe reporting Leadership indicators is
voLuntary.

The Business Responsibility and SustainabiLity Report for
the financial year ended March 31, 2025 is attached wit
this annual report.

AUDITORS

As per the provisions of Section 139 of the Companies
Act 2013, M/s Arun K. Gupta & Associates (Firm
Registration No. 000605N) was re-appointed as the
Statutory Auditors to hold office for the second term of
five years commencing financial year 2022-23 to hold
office from the conclusion of the 32^nd Annual General
Meeting of the Company tiLL the conclusion of the 37^th
Annual General Meeting to be held in 2027 on such
remuneration plus GST, out-of-pocket expenses etc. to
be decided by the Board of Directors.

JOINT STATUTORY AUDITOR

In accordance with the provisions of Section 139 of
the Companies Act, 2013 read with RuLe 6 of the
Companies (Audit and Auditors) Rules, 2014, Members
of the Company in their AnnuaL GeneraL Meeting heLd
on September 30, 2020, appointed M/s R. N. Marwah
& Co. LLP, (Firm Registration no. (001211N/N500019),
Chartered Accountants, as the Joint Statutory Auditor
of the Company for a term of five years commencing
from the Company’s financial year 2020-21 to hold
office from the conclusion of the 30^th AnnuaL GeneraL
Meeting of the Company tiLL the conclusion of the 35^th
AnnuaL GeneraL Meeting to be heLd in 2025 on such
remuneration pLus GST, out-of-pocket expenses etc. as
decided by the Board of Directors.

AUDITORS' REPORT

There are no quaLifications, reservations or adverse
remarks made by M/s Arun K. Gupta & Associates,
Statutory Auditors and M/s R. N. Marwah & Co. LLP,
Joint Statutory Auditor, in their report for the FinanciaL
Year ended March 31, 2025. The Statutory Auditors and
Joint Statutory Auditor have not reported any incident of
fraud to the Audit Committee of the Company/CentraL
Government in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao
& Co., (Firm Registration No. 000008) a firm of Cost
Auditors, for conducting the audit of cost records for
the financiaL year 2025-26 as the Cost Auditor at a
remuneration of ' 75,000 pLus GST and out of pocket
expense.

In accordance with the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) RuLes, 2014, the remuneration payabLe
to the Cost Auditors, as recommended by the Audit
Committee and approved by the Board of Directors, is
required to be ratified by the members of the Company.
AccordingLy, ratification by the members is sought for
the remuneration payabLe to the Cost Auditors for the
financiaL year ending March 31, 2026 by passing an
Ordinary ResoLution as set out at Item No. 4 of AGM
Notice.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate,

Practising Company Secretary, to conduct SecretariaL
Audit for the financiaL year 2024-25. The SecretariaL
Audit Report for the financiaL year ended March 31, 2025
is annexed herewith as Annexure “D”. The SecretariaL
Audit Report does not contain any quaLification,
reservation or adverse remark.

In accordance with the provisions of Section 204
of the Act read with Companies (Appointment and
Remuneration of ManageriaL PersonneL) RuLes, 2014
and ReguLation 24A of the Listing ReguLations, the
Board has recommended to the Members of the
Company the appointment of M/s Siddiqui & Associate,
Practising Company Secretary (Firm Registration No.
S1988DE004300), as the SecretariaL Auditor of the
Company for a term of 5 (five) consecutive financiaL
years, commencing from the financiaL year 2025-26 to
the financiaL year 2029-30 to conduct SecretariaL Audit
of the Company. They have confirmed their eLigibiLity
and quaLification required under the Act and the Listing
ReguLations for hoLding the office, as the SecretariaL
Auditor of the Company.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

ALL contracts/arrangements/transactions entered by the
Company during the financiaL year with reLated parties
were in the ordinary course of business and on an arm’s
Length basis. During the year, the Company had not
entered into any contract/arrangement/transaction with
reLated parties which may be considered as materiaL
in accordance with the poLicy of the Company on
materiaLity of reLated party transactions.

Pursuant to Section 134(3)(h) of the Companies Act,
2013 and RuLe 8(2) of the Companies (Accounts)

RuLes, 2014), Form No. AOC-2 is annexed herewith as
Annexure “E”.

PoLicy for determining ‘materiaL’ subsidiaries and the
PoLicy on reLated party transactions as approved by
the Board may be accessed on the Company’s website
www.flLatex.com.

Your Directors draw attention of the members to Note
no. 47 to the standaLone financiaL statement which sets
out reLated party discLosure.

STOCK EXCHANGE LISTING

PresentLy, the Equity Shares of the Company are
Listed on NationaL Stock Exchange and Bombay Stock
Exchange. The AnnuaL Listing Fee for the year 2025-26
has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

A statement reLating to conservation of energy,
technoLogy absorption, foreign exchange earnings and
outgo, as required to be discLosed under the Companies
Act, 2013, is annexed herewith as Annexure “F”.

PARTICULARS OF EMPLOYEES

During the year under review, no employees of the
Company received remuneration more than ' 102.00
Lakhs per annum or ' 8.50 Lakhs per month if empLoyed
for part of the year except Mr. Madhu Sudhan Bhageria,
Chairman & Managing Director, Mr. Purrshottam
Bhaggeria & Mr. Madhav Bhageria, Joint Managing
Directors of the Company. Accordingly, information
pursuant to the provisions of Section 197(12) of
the Companies Act read with RuLes 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial PersonneL) RuLes, 2014 is given in
Annexure “G”.

DiscLosures pertaining to remuneration and other
detaiLs as required under Section 197(12) of the Act
read with RuLe 5(1) of the Companies (Appointment and
Remuneration of ManageriaL PersonneL) RuLes, 2014 and
name and designation of Top ten empLoyees in terms of
remuneration drawn are annexed herewith as
Annexure “G”.

VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013
and SEBI ReguLations, the Company has formuLated
the WhistLe BLower poLicy/VigiL Mechanism. The
Protected DiscLosures shouLd be reported in writing by
the compLainant as soon as possibLe, not Later than
30 days after the WhistLe BLower becomes aware of
the same and shouLd either be typed or written in a
LegibLe handwriting in EngLish/Hindi/Gujarati and the
same shouLd be addressed to the VigiLance Officer of
the Company or in exceptionaL cases, to the Chairman
of the Audit Committee. The PoLicy on VigiL Mechanism
and whistLe bLower poLicy may be accessed on the
Company’s website www.flLatex.com.

During the year under review, no compLaint was received
from any WhistLe BLower. No personneL of the Company
were denied access to the Audit Committee. In this
regard, Mr. Ashok Chauhan, Chief Visionary Officer is the
VigiLance Officer of the Company.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act,

2013 & SEBI ReguLations, the Company has Laid down
Risk Management PoLicy to inform Board members about
the risk assessment and minimization procedures which
is aLso given in the Corporate Governance Report. The
Board of Directors don’t foresee any eLements of risk,
which in its opinion, may threaten the existence of the
Company.

RISK MANAGEMENT COMMITTEE

The Company constituted the Risk Management
Committee consists of two Directors nameLy, Mr. Madhu
Sudhan Bhageria, Chairman & Managing Director,

Ms. Meenakshi MaLLik, Independent Director & one senior
executive, Mr. Ashok Chauhan, Chief Visionary Officer
of the Company. Mr. Madhu Sudhan Bhageria wiLL be
Chairman of the Risk Management Committee.

The poLicy on Risk Management as approved by the
Board is upLoaded on the Company’s website www.
flLatex.com.

Your Company beLieves that severaL factors such as
advancements in technoLogy, prevaLent geo-poLiticaL
environment and stringent reguLatory and environmentaL
requirements have consequentiaL impacts across the
vaLue chain of a business. These impacts are LikeLy to
continue and intensify over time and for a business to
be sustainabLe, it needs to adapt to the environment
by managing risks and opportunities in a systematic
manner.

The Board of Directors of the Company are responsibLe
for risk oversight functions. Risk Management
Committee provide guidance for impLementing the
risk management poLicy across the organisation. The
operation heads of each business units are primariLy
responsibLe for impLementing the risk management
poLicy of the Company and achieving the stated objective
of deveLoping a risk inteLLigent cuLture that heLps to
improve the Company’s performance. The responsibiLity
of tacking and monitoring the key risks of the division/
business unit periodicaLLy and impLementing suitabLe
mitigation pLans proactiveLy is with the senior executives
of various functionaL units. These risk owners are
expected to avoid any undue deviations or adverse
events and uLtimateLy heLp in creating vaLue for the
business.

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

ParticuLars of Loans given, investments made, guarantees
given and securities provided aLong with the purpose for
which the Loan or guarantee or security is proposed to
be utiLized by the recipient are provided in the flnanciaL
statement (PLease refer to Note No(s). 6, 7, 12, & 16 to
the standaLone flnanciaL statement).

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has put in pLace and practiced an Anti
SexuaL Harassment PoLicy in Line with the requirements
of The SexuaL Harassment of Women at the WorkpLace
(Prevention, Prohibition & RedressaL) Act, 2013. InternaL
CompLaints Committee (ICC) had been set up to redress
compLaints regarding sexuaL harassment. ALL empLoyees
are covered under this poLicy. During the year under
review, the Company has not received any compLaint
under the said PoLicy.

ANNUAL RETURN

The AnnuaL Return for the financial, year 2023-24 is
avaiLabLe on the website of the Company www.fiLatex.
com.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the foLLowing matters as there is
no transaction on these items during the year under
review:

(i) DetaiLs reLating to deposits covered under Chapter V
of the Act.

(ii) Issue of equity shares with differentiaL rights as to
dividend, voting or otherwise.

(iii) Issue of shares (incLuding sweat equity shares) to
empLoyees of the Company under any scheme save
and except EmpLoyees’ Stock Options Schemes
referred to in this Report.

(iv) The Company does not have any scheme of
provision of money for the purchase of its own

shares by empLoyees or by trustees for the benefit
of empLoyees.

(v) No significant or materiaL orders were passed by the
ReguLators or Courts or TribunaLs, which impact the
going concern status and Company’s operations in
future.

(vi) There is no Corporate InsoLvency ResoLution Process
initiated under the InsoLvency and Bankruptcy Code,
2016 against the Company.

ACKNOWLEDGEMENTS

The Board of Directors is pLeased to pLace on record
its sincere appreciation for the assistance, support and
cooperation received from its Bankers, Government
Authorities, DeaLers, Customers and Vendor. Your
Directors wouLd Like to record their sincere appreciation
for the dedicated efforts put in by aLL empLoyees,
their commitment and contribution ensuring smooth
operations that your Company has achieved during the
year. The directors aLso pLace on record their sincere
appreciation for the confidence reposed by the Members
in the Company.

For and on BehaLf of the Board of Directors
Madhu Sudhan Bhageria

Place: New DeLhi Chairman and Managing Director

Date: 23^rd JuLy, 2025 DIN:0021934