Your Directors have pleasure in presenting 36^th Annual Report of the Company alongwith the Audited Financial Statements for the
financial year ended March 31, 2026.

FINANCIAL RESULTS

DIVIDEND

The Board of Directors of the Company (‘the Board’) has
recommended final dividend of ' 0.30 (Thirty Paisa) per equity
share of the Company for the year ended March 31, 2026.
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 Tuesday, 22^nd September
2026 and shall be subject to deduction of Tax at source. The
dividend once approved by Shareholders will be paid within
the statutory time limit.

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 ^^filatex.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 2026 was
' 4,16,052 Lakhs as against ' 4,25,215 Lakhs in previous
financial year 2025. The sales stood at 3,88,813 MT a slight
drop from 3,90,211 MT. During the financial year under review,
our EBITDA grew by 34.47% to ' 34,652 Lakhs from ' 25,770
Lakhs and PAT rose 36.66%, reaching ' 18,390 Lakhs, up
from '13,457 Lakhs.

The Company is in process of putting up additional
manufacturing facilities of Partially Oriented Yarn (POY) of
19,800 MTPA, Fully Drawn Yarn (FDY) of 28,800 MTPA and
Draw Textured Yarn (DTY) of 14,400 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 September 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, Ecosis Limited (formerly
known as Texfil Private Limited). The estimated project
cost shall be around ' 300 crore for an annual capacity of
27,000 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.
Building construction has already been started and equipment
ordering has also been done. Production is expected to start
by October 2026.

In addition to above, the Company is also about to invest ' 30
crores in renewable energy project for captive consumption
and also doing automation of Auto-Doffing & Packing Lines in
which capital expenditure of ' 40 crores will be incurred.

SUBSIDIARY COMPANY

During the financial year under review, name of wholly owned
subsidiary has been changed to Ecosis Limited from Texfil
Private Limited. Till date, the Company has invested around
' 64.98 crores in Ecosis Limited.

During the financial year 2026-27, Ecosis Limited has formed
a wholly owned subsidiary in Spain. Name of the said wholly
owned subsidiary is Ecosis Infinite, Sociedad Limitada, which
has become step down subsidiary of Filatex India Limited.

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”.

SHARE CAPITAL

Presently, the Company’s Issued & Paid-up Share Capital is
' 44,40,58,375 consisting of 44,40,58,375 Equity shares of
' 1/- each.

DEPOSITS

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Madhav Bhageria (DIN: 00021953), Managing Director,
retires by rotation and being eligible, offer himself for re¬
appointment at the ensuing Annual General Meeting.

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 ^^.filatex.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 ' 314.43 Lakhs being two percent of average net
profits of ' 15,721.65 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 2025-26 in
accordance with CSR Policy, which is available at the Company
website ^^.filatex.com.

During the year under review, the Company has incurred an
expenditure of ' 50.94 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 ' 642.34 Lakhs was transferred to Lala
Govindramjee Charitable Society, an implementing agency
towards construction and setting up the school in Eksal Village,
District Bharuch, Gujarat. Excess amount of ' 378.85 Lakhs
spent during financial year 2025-26 towards CSR activities
shall be available for setting off towards CSR spending in three
subsequent financial years.

Details of the expenditure incurred towards CSR activities
for the financial year 2025-26 is annexed herewith as
Annexure “B”

MEETINGS OF THE BOARD

Four (4) 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, 2026, 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 ANDSUSTAINABILITY 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, 2025, Our Company is ranked 1054 at NSE and 1080
at BSE based on average 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, 2026 is attached with 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.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks
made by M/s Arun K. Gupta & Associates, Statutory Auditors,
in their report for the Financial Year ended March 31, 2026.
The Statutory Auditors 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
2026-27 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, 2027
by passing an Ordinary Resolution as set out at Item No. 4 of
AGM Notice.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associates,

Practicing Company Secretaries (Firm Registration
No.S1988DE004300), as 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, on such remuneration as may be
determined by the Board of Directors. The Secretarial Audit
Report for the financial year ended March 31, 2026 is annexed
herewith as Annexure “D” The said Secretarial Audit Report
does not contain any qualification, reservation or adverse
remark.

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 ^^.filatex.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 2026-27 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, Vice Chairman &
Managing Director and Mr. Madhav Bhageria, Managing
Director 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 ^^.filatex.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 ^^.filatex.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 financial statement (Please refer
to Note No(s). 6, 7, 12, 16 & 52 to the standalone financial
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 2024-25 is available
on the website of the Company ^^.filatex.com.

THE CODE ON SOCIAL SECURITY, 2020 -
MATERNITY BENEFIT

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/the Code on Social Security, 2020.

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) None of the Managing Directors of the Company receive
any salary or commission from any of the subsidiaries of
the Company.

(iv) 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.

(v) 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.

(vi) No change in the nature of business of the Company.

(vii) 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.

(viii) There is no Corporate Insolvency Resolution Process
initiated under the Insolvency and Bankruptcy Code,
2016 against the Company.

(ix) No instance of one time settlement with any Bank or
Financial Institution.

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: 30^th July, 2026 DIN: 00021934