Dear Members,

Your Directors have pleasure in presenting 34^th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

(Rs in Lakhs)

DIVIDEND

The Board of Directors of the Company ('the Board') has recommended finaldividend of ' 0.20 (Twenty Paisa) per equity share of the Company for the year ended March 31, 2024. 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 September 27, 2024. The dividend once approved by Shareholders will be paid within the statutory time limit.

As per Section 194 of Income Tax Act, a Company is required to deduct TDS @ 10% on dividend payment if it exceeds ' 5,000/-. However, no TDS shall be deducted in the case of any dividend payment to Life Insurance Corporation, General Insurance Corporation of India, any other insurer and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per Section 195 of the Act TDS is required to deduct @ 20% plus surcharge on payment of Dividend to Non-Resident.

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.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

Despite the challenging market environment in FY24, the Company has achieved more than 95% capacity utilization on an annual basis. The Company achieved its highest production and sales quantities of 4,05,603 MT and 4,01,052 MT.

The Company has added 70 tons per day capacity to produce cationic chips which will help improve the margins of the Company.

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. It had set up a pilot plant of 1500 Kgs per day, which is now operating steadily. Based on the success of the pilot plant, the Company has decided to set up a scaled plant with a capacity around 75 tons per day.

SUBSIDIARY COMPANY

During the year ended March 31,2024, the Company doesn't have any subsidiary. Therefore, Statement containing salient features of the Financial Statement of the said Subsidiary Company is not required to be attached as required under the first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

However, during the current financial year 2024-25, the Company has acquired allexisting 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.

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.

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No. 40 of the 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, 2024 has been given in Note 50 of the 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

Shri Ashok Chauhan, who had been re-appointed as a Whole-Time Director of the Company for the period of two years with effect from May 01,2022, was ceased to be director of the Company with effect from the close of business hours of April 30, 2024 on account of end of his term.

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

Mr. Nitin Agarwal, Vice President (Finance) of the Company, has been appointed as Chief FinancialOfficer of the Company w.e.f. August 08, 2024. Upon the promotion of Mr. Nitin Agarwal to CFO position, Shri Madhav Bhageria, Joint Managing Director of the Company, was also discharging the responsibilities of Chief Financial Officer, has relieved himself from the responsibilities of said position. He will continue to act as Joint Managing Director of the Company.

Ms. Meenakshi Mallik has been appointed as an Independent Additional Director of the Company for the period starting from August 08, 2024 till September 30, 2027, subject to the approval of shareholders in the ensuing Annual General Meeting.

Shri Swarup Chandra Parija, Shri SurajParkash Setia, Smt. Pallavi Joshi Bakhru, Shri Rajender Mohan Malla and Ms. Meenakshi Mallik 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 wellas 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 externalinfluence". 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: Shri Madhu Sudhan Bhageria, Chairman and Managing Director, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Joint Managing Directors, 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.flatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Corporate SocialResponsibility ("CSR") Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved ' 552.98 Lakhs being two percent of average net profits of ' 27,649.20 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 2023- 24 in accordance with CSR Policy, which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an expenditure of '504.12 Lakhs on Education, Swachh Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability, rural development, women empowerment etc. However, balance amount of ' 48.86 Lakhs could not be spent due to ongoing project. The Board of Directors in its meeting held on February 14, 2020 approved to start a 20 Bed Hospital with a causality/emergency ward at a budgeted cost of the project of ' 600 Lakhs which will be funded from our CSR budget in the coming years. Eventually, over the years, we will build a 50 Beds Hospital and School (hereinafter referred as "Ongoing Project")

Pursuant to Section 135(6) of the Companies Act, 2013, the Company transferred an amount of ' 48.86 Lakhs in CSR Unspent Account (FY 2023-24) on April 29, 2024. The said amount shall be spent within a period of three financial years from the date of such transfer for above Ongoing Project, failing which, the Company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

During the financialyear ended March 31, 2023, Lala Govindramjee Charitable Society, an implementing agency, bought land in Village Eksal, District Bharuch, Gujarat to set up a new School. The Company, till March 31, 2024, has already made contribution of around ' 600 Lakhs to the Society for the purpose of setting up a School and the Society already started the construction of the school building.

The Board of Directors, on the recommendation of the CSR Committee, in its meeting held on April 30, 2024 approved an additional amount of ' 1,150 Lakhs towards completing the construction and related activities for the said school in Village Eksal, District Bharuch, Gujarat which willbe completed by end of FY 2026.

Details of the expenditure incurred towards CSR activities for the financialyear 2023-24 is annexed herewith as Annexure "A".

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 annualaccounts for the financial year ended March 31, 2024, 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 internalfinancialcontrols to be followed by the Company and that such internal financialcontrols 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 "B".

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 March 31,2024, Our Company is ranked 831 at NSE and 851 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, 2024 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.

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, 2024. 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 2024-25 as the Cost Auditor at a remuneration of ' 70,000 plus GST and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure "C" The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Allcontracts/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 "D".

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.filatex.com

Your Directors draw attention of the members to Note no. 46 to the 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 2024-25 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 "E"

PARTICULARS OF EMPLOYEES

During the year, 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 Shri Madhu Sudhan Bhageria, Chairman & Managing Director, Shri Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint 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 "F".

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 ManagerialPersonnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as Annexure "F".

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.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, Shri 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, Shri Madhu Sudhan Bhageria, Chairman & Managing, Smt. Pallavi Joshi Bakhru, Independent Director & two senior executives, Shri Ashok Chauhan, Chief Visionary Officer and Shri Rajiv Kumar Kasturia, President (Marketing) of the Company. Shri 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.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, 11 & 15 to the 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. InternalComplaints 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 2022-23 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 differentialrights 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.