Cedaar Textile Ltd Directors Report

Cedaar Textile Limited is engaged in the manufacturing and sale of a diverse range of textile products, including raw white yarns, melange yarns, solid top-dyed yarns, and grey fancy yarns. These products are produced using various fibers such as cotton, polyester, acrylic, viscose, tencel, modal, and other blended fibers. The Company specializes in the production of high-quality melange yarns that are widely used in household textiles, woven fabrics, and hosiery applications.

With sustainability at the core of its operations, Cedaar Textile Limited offers yarns made from 100% organic and recycled fibers, including recycled polyester and recycled cotton, promoting environmental protection and the conservation of natural resources.

The Companys primary objective is to serve leading domestic and international customers who manufacture garments for globally recognized fashion brands, ensuring superior quality, innovation, and sustainable textile solutions.

FINANCIAL RESULTS

HIGHLIGHTS

During the year under review, your company recorded a total income of 16,466.15 Lakhs as compared to 20,854.36 Lakhs in the previous financial year. The Company suffered losses of 9,551.30 Lakhs during the year under review as compared to profit of 1,630.06 Lakhs reported in the previous financial year.

There was no change in the nature of business of the company during the year under review.

The Company has incurred a loss during the year under review. Accordingly, no amount was transferred to any reserve.

Your Directors do not recommend any dividend for the Financial Year under review.

During the year under review, there were no amounts of unclaimed or unpaid dividend required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, no such transfer was made during the financial year.

Pursuant to the provisions of Sections 134(3) (a) and 92 of the Companies Act, 2013, the Annual Return of the Company for the Financial year ended March 31, 2026 is available on the Companys website. The Annual Return can be accessed through the following web link: https://cedaartextile.com/annual-return/

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and applicable rules. All the necessary details of transactions entered with the related parties as defined under Section 188 of the Companies Act, 2013 and related party defined under Section 2 (76) of the said Act are attached herewith in Form No. AOC-2 for your kind perusal and information as "Annexure A". 10. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2026. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

13. CORPORATE GOVERNANCE

The Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, the Company is exempted from the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V Hence, no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that your Company is committed to maintaining the highest standards of Corporate Governance.

14. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- a. In the preparation of the annual accounts for the year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. They had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 profit and loss of the company for that period; c. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. They had prepared the annual accounts on a going concern basis; e. They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. DECLARATION BY DIRECTOR(S)

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. During the year under review, the Non-Executive Directors/Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for attending meetings of the Board and Committee of the Company.

16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) A. Composition of Board of Directors

As on 31.03.2026, the Board of Directors of Company comprises a total of 7 (seven) Directors including 2 (two) Independent Directors. The members of the Board possess diverse experience and expertise across various fields of business and administration. Their collective knowledge and skills create a strong synergy that contributes to the overall growth and performance of the Company. The Board plays a vital role in policy formulation and strategic decision-making while providing effective guidance and oversight to the executive management in the discharge of its responsibilities.

*Sh. Surendar Kumar Sood (DIN: - 01091404), was appointed as an Additional Independent Director (Non- Executive) of the Company w.e.f 24.07.2026 for a period of 5 years subject to the approval of members of the company at the ensuing general meeting.

B. Changes in Directors

C. Directors seeking appointment/re-appointment at the ensuing Annual General Meeting

In the ensuing AGM, the Board of Directors is proposing the following appointment/re-appointment as set out in the notice of AGM: Mr. Monnappa Nachappa Bachangada (DIN: -00205392) Non-Executive Director of the company, is liable to retire by rotation and being eligible offers himself for re-appointment; Mr. Virender Goyal (DIN: -08702573) Director of the company, is liable to retire by rotation and being eligible offers himself for re-appointment; Appointment of Sh Surendar Kumar Sood (DIN:-01091404), as an independent director of the company for a first term of five consecutive years commencing from 24.07.2026, and that he shall not be liable to retire by rotation.

D. Key Managerial Personnel (KMP)

As on March 31, 2026, the Company comprised of the following Key Managerial Personnel:

Mr. Jay Prakash Singh, Chief Executive Officer (CEO), was designated as the Compliance Officer of the Company w.e.f. July 24, 2026 Ms. Anushka Jain was appointed as Company Secretary w.e.f. August 1, 2025 who resigned from the position KMP of the Company w.e.f. June 30, 2026. *Ms. Neha Prabhakar Rawat resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 31 July 2025

17. ANNUAL EVALUATION OF BOARD OF ITS PERFORMANCE, OF ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

The Company has established a framework for performance evaluation in line with applicable regulatory provisions and in compliance with the Act and the performance evaluation of the Board and its Committees were carried out during the year under review. The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and c ontribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgement. The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate in the discussion of his/her evaluation.

18. COMMITTEES OF THE BOARD

The Company has following 3 (three) Committees as follows:

A. Audit Committee

The Audit Committee of the Company was constituted ("Audit Committee"), as per the applicable provisions of the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its power) Rules, 2014. The Committee meeting was held on 23.06.2025, 28.07.2025, 23.10.2025, 11.11.2025, 14.11.2025, 06.01.2026 The composition of the Audit Committee as at 31.03.2026 are given hereunder:

The Company Secretary served as the Secretary to the Committee.

Note: Mr. Yogendra Kumar Singhal, who was a chairman of Audit Committee, resigned from the Directorship of the Company with effect from 05.03.2026 and subsequently ceased to be chairman of Audit Committee. Further, Mr Rajesh Bansal who was a Member of Audit Committee resigned from the Directorship of the Company with effect from 21.11.2025 and subsequently ceased to be member of Nomination and Remuneration Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted ("NRC Committee"), as per the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of board and its power) Rules, 2014. The Committee meeting was held 02.08.2025, 23.10.2025 and 06.03.2026 The composition of the Nomination and Remuneration Committee as at 31.03.2026 are given hereunder:

Note: Mr. Rajesh Bansal, who was a chairman of Nomination and Remuneration Committee, resigned from the Directorship of the Company with effect from 21.11.2025 and subsequently ceased to be chairman of Nomination and Remuneration Committee. Further, Mr Yogendra Kumar Singhal who was a Member of Nomination and Remuneration Committee resigned from the Directorship of the Company with effect from 05.03.2026 and subsequently ceased to be member of Nomination and Remuneration Committee.

C. Stakeholders Relationship Committee

Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013. The table below highlights the composition and attendance of the members of the Committee as on March 31, 2026

Note: Mr. Rajesh Bansal, who was a Chairman of Stakeholders Relationship Committee, resigned from the Directorship of the Company with effect from 21.11.2025 and subsequently ceased to be chairman of Stakeholders Relationship Committee. Further, Mr Yogendra Kumar Singhal who was a Member of Stakeholders Relationship Committee, resigned from the Directorship of the Company with effect from 05.03.2026 and subsequently ceased to be member of Stakeholders Relationship Committee.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND GENERAL MEETINGS

A. Board of Directors Meetings

During the Financial year 2025-26, the Board met 12 (Twelve) times

B. Number of General Meeting

During the Year Under review an Annual General Meeting was held on 15.11.2025 in compliance to the provisions of the Companies Act, 2013 and Secretarial Standards issued by the Institute of Company Secretaries of India.

20. SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

21. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 11.11.2025 to review, among other things, the performance of non-independent directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behaviour, actual or suspended fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and provides for direct access to Chairman/ Chairman of the Audit Committee in exceptional cases. The policy is applicable to all employees and directors of the Company. Whistle Blower Policy is available on the following link: https://cedaartextile.com/policies/

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-B". 24. AUDITORS

A. Statutory Auditors

According to the provision of Section 139 of Companies Act 2013, M/s Kapish Jain & Associates were the Statutory Auditors of the Company for the financial year 2025-2026. However existing statutory auditors has tendered their resignation and subsequently subject to the approval of members of the company, Board has appointed M/s. H.B. Kalaria & Associates, Chartered Accountants (FRN. 104571W) as the Statutory Auditors of the Company for the financial year 2025-2026. In this regard a resolution for seeking ratification by approval of the members of company is placed in the notice of AGM.

The Audit Report issued by Statutory Auditors for the financial year ended 31.03.2026 is self-explanatory in nature. Accordingly, no explanation or comment by the Board of Directors is required under Section 134(3)(f) of the Companies Act, 2013 in respect of the observations made in the said Audit Report.

B. Secretarial Audit

During the financial 2025-26, M/s P.S. Bathla & Associates Practising Company Secretaries were appointed as Secretarial Auditors of the Company. The Report submitted by the Secretarial Auditors for the financial year ended 31.03.2026 in form MR-3 is attached herewith as separate Annexure with this report.

C. Cost Auditor

M/s Hari Govind Singh & Co., Cost Accountants (FRN: 006762) was appointed as Cost Auditors by the Board of Directors in their meeting to conduct the cost audit for the financial year 2025-26 in compliance to the provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014. Cost Auditor has submitted its report for the financial year 2025-26.

D. Internal Auditor

Mr Kulvinder Singh has been appointed as an Internal Auditor to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company. 25. BOARDS COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR

DISCLAIMER MADE BY:

The reports submitted by respective statutory, cost and secretarial auditor for the financial year under review are self-explanatory thus no comments required from the board in this regard.

26. DETAILS OF FRAUD REPORT BY AUDITOR

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

27. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, none of the Directors of the Company were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as "Annexure-C" to this Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company has formed a CSR Policy and the same has been uploaded on the Companys Website: //https://cedaartextile.com/csr/. During the financial year 2025-26, the Company was required to spend an amount of 25. 29 lakhs towards its Corporate Social Responsibility. The Company has incurred an amount of 26.08 lakhs towards CSR activities during the financial year 2025-26.

Accordingly, the Company has spent 78,000 in excess of its CSR obligation for the financial year 2025-26.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in "Annexure-D" which is annexed hereto and forms part of the Boards Report.

29. INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

Your Companys internal control system is commensurate with its scale of operations designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. We have documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance regarding maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations.

30. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture or Associate Companies during the year under review.

31. RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. The Process of Risk Management include following steps: a) Risk Identification and Impact Assessment b) Risk Evaluation c) Risk Reporting and Disclosures d) Risk Mitigating and Monitoring

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Companys operations in the future.

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

The Company has zero tolerance towards any form of sexual harassment and is committed to providing a safe and conducive work environment for all its employees. The Company has in place a policy on prevention, prohibition, and redressal of sexual harassment at workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. During the financial year 2025-26, the following are the details of complaints received and disposed of under the Act: Number of complaints of Sexual harassment received during the year: NIL Number of complaints disposed of during the year: NIL

Number of complaints pending for more than 90 days: NIL

34. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. The statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable has been extended to all the eligible women employees. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

35. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under the review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

36. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE

TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under the review, there was no incidence occurred related to one-time settlement of loans taken from banks and financial institutions.

37. ACKNOWLEDGEMENT

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support. Your Board of Directors would like to convey their sincere appreciation for the wholehearted support and contributions made by all the employees at all levels of the Company for their hard work, solidarity, cooperation and dedication during the year.