Cedaar Textiles Ltd Directors Report

Dear Members,

CEDAAR TEXTILE LIMITED

Your directors have pleasure in presenting the 5^thAnnual Report on business and operations of the Company together with the Audited Financial Statements for the financial year ended on 31^st March 2025.

1. COMPANY OVERVIEW AND STATE OF AFFAIRS

Cedaar Textile Limited is engaged in business of manufacturing and selling of wide variety of textile products including raw white yarns, melange yarns, solid top dyed yarns and grey fancy yarns in cotton, polyester, acrylic, viscose, tencel, modal, and other ibers. The Company engages in the manufacturing of Quality Melange Yarn for use in the household textile, woven goods, and hosiery. All Yarns are being offered with sustainability as the prime focus, in 100% Organic, Recycle Fibers (Polyester & Cotton) for a Green Environment and Conservation of natural resources. The Companys Objective is to cater the Top Line Customers Overseas and in India, who produce Garments for renowned Fashion Brands.

2. FINANCIAL PERFORMANCE AND HIGHLIGHTS

FINANCIAL RESULTS

Particulars	2024-25	2023-24
Revenue from Operations	20,786.87	18,928.62
Other Income	146.68	148.96
Total Income	20,933.55	19,077.58
Total Expenses	19,303.49	17,562.80
Profit/(Loss) for the year before Tax and exceptional and extra ordinary items	1,630.06	1,514.78
Less: Exceptional and Extra Ordinary Items	NIL	(20.75)
Profit/ (Loss) before Tax	1,630.06	1,535.53
Less: Current Tax	307.35	312.55
Less: Deferred Tax	118.83	9.25
Less: Tax related to last year	NIL	4.11
Profit/(Loss) after Tax	1,203.88	1,209.62

HIGHLIGHTS

During the year under review, your company recorded a total income of Rs. 20,933.55 Lakhs as compared to Rs.19,077.58 Lakhs in the previous financial year, re lecting a growth of 9.73%. The Pro it before tax for the year under review stood at Rs. 1,630.06 Lakhs, marking an increase of 6.16% over the Pro it of Rs. 1,535.53 Lakhs reported in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

The Board has decided to retain the entire pro it for the year under review, so no amount was transferred into any reserve.

5. DIVIDEND

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

6. TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

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.

7. SHARE CAPITAL

During the financial year under review, the authorized share capital of the Company was increased from Rs. 8,25,00,000 to Rs.15,00,00,000 vide members resolution passed in ExtraOrdinary General meeting held on 30.04.2024 The issued, subscribed and paid-up share capital of the Company was increased from Rs. 7,50,00,000 to Rs.9,52,86,000 pursuant to issue of equity shares on 30.09.2024 in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder. As on 31^st March, 2025 your Companys Authorized Capital stands at 1,50,00,000 (One crore ifty lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and Paid-Up Capital stands at 95,28,600 (Ninety ive lakh twenty eight thousand six hundred) Equity Shares of Rs. 10/- (Rupees Ten) each. Further, it is hereby declared that the Company has: a. not issued equity shares with differential rights as to dividend, voting or otherwise; b. not issued any sweat equity shares; c. not issued employee stock option scheme/plan or exercised any option(s)there under; and d. not provided money for purchase of its own shares by employees or by trustees for the bene it of employees. Between the end of the financial year of the Company to which financial statements relate and the date of the report, the Company raised Rs. 6090 lakhs by issuing 43,50,000 fresh Equity Shares at an issue price of Rs. 140/- per share, which included a premium of Rs.130/- per share through SME IPO. The issued, subscribed and paid-up share capital of the Company

increased from Rs. 9,52,86,000 to Rs. 13,87,86,000 pursuant to fresh issue of equity shares through SME IPO in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

8. ANNUAL RETURN

In compliance with the provisions of Section 134(3)(a) and 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2025 is hosted on the website of the Company and the web link of the same is https://cedaartextile.com/annual-return/

9. PARTICULARS OF CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH RELATED PARTY

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. The Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Companys Policy on Materiality of and Dealing with Related Party Transactions. Hence, Form AOC-2 containing particulars of such contracts or arrangements is not applicable for the year under review. However, your attention is drawn to the Related Party Disclosure in Note No. 31 of the Financial Statements.

10. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

The Company has not made any investment, nor given any loan/ guarantee, provided security during the year under review. However, the particulars of Loans, Guarantees and Investments made by the Company are given in the notes to the Financial Statement.

11. 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, 2025. 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.

12. 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

Subsequent to the end of the financial year, there has been a material development affecting the financial position of the Company. The Company received approval from the National Stock Exchange of India Limited (NSE) for the listing of its equity shares under the SME IPO on the NSE Emerge Platform. The equity shares of Cedaar Textile Limited got listed w.ef. 7th July, 2025. This transition to a publicly listed SME entity is a signifiicant milestone that is expected to enhance the Companys visibility in financial markets, improve access to capital, and strengthen its corporate governance and compliance framework.

Other than the aforementioned development, there was no further material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

13. 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.

14. CORPORATE GOVERNANCE

The Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.

15. DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company con firms that-

(a) In the preparation of the annual accounts for the year ended on 31^st March, 2025, 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 pro it and loss of the company for that period;

(c) They had taken proper and suf icient 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.

16. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaints on the SCORES during financial year 2024-25.

17. DECLARATION BY DIRECTOR(S)

The Board has received declarations from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013, con irming that none of the Directors of the Company is disquali ied under the provisions of the Companies Act, 2013 (“Act”) or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board of Directors of Company comprises a total of 8 (Eight) Directors including 4 (four) Independent Directors as on 31.03.2025. The members of the Board have varied experience in the various ields of business and administration, ultimately creating a synergy and uplifting the overall performance of the Company, while playing a signifiicant role in policy formulation and decision-making process and also, providing guidance to the executive management to discharge their functions effectively.

Sr	DIN	Name of Director	Designation	Category
1.	08702551	Rajesh Mittal	Managing Director	Promoter
2.	08702573	Virender Goyal	Executive Director	Promoter
3.	00205392	Monnappa Nachappa Bachangada	Non-Executive	Promoter
4.	00205250	Bachangada Monnappa Saraswathi	Non-Executive	Promoter
5.	00694714	Kamta Nath Pandey	Non-Executive	Independent
6.	09636972	Yogendra Kumar Singhal	Non-Executive	Independent
7.	05155631	Rajesh Bansal	Non-Executive	Independent
8.	00878512	Vinay Aggarwal	Non-Executive	Independent

B. Changes in Directors

DIN	Name of Director	Date	Nature of Change
00694714	Kamta Nath Pandey	11.09.2024	Appointment as Additional Director
			As Non-Executive Independent Director
09636972	Yogendra Kumar Singhal	11.09.2024	Appointment as Additional Director
			As Non-Executive Independent Director
05155631	Rajesh Bansal	11.09.2024	Appointment as Additional Director
			As Non-Executive Independent Director
00410434	Yatish Chandra Gupta	11.09.2024	Appointment as Additional Director
			As Non-Executive Independent Director
08702551	Rajesh Mittal	30.09.2024	Change in designation Director to Managing Director
00205392	Monnappa Nachappa Bachangada	30.09.2024	Change in designation Executive to Non- Executive Director
00205250	Bachangada Monnappa Saraswathi	30.09.2024	Change in designation Executive to Non- Executive Director
00694714	Kamta NathPandey	30.09.2024	Change in designation As Non-Executive Independent Director
09636972	Yogendra Kumar Singhal	30.09.2024	Change in designation As Non-Executive Independent Director
05155631	Rajesh Bansal	30.09.2024	Change in designation As Non-Executive Independent Director
00410434	Yatish Chandra Gupta	30.09.2024	Change in designation As Non-Executive Independent Director
00410434	Yatish Chandra Gupta	24.03.2025	Cessation
			As Non-Executive Independent Director
00878512	Vinay Aggarwal	27.03.2025	Appointment as Additional Director
			As Non-Executive Independent Director

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/reappointment as set out in the notice of AGM: Mrs. Bachangada Monnappa Saraswathi (DIN: 00205250) Non-Executive Director of the company, is liable to retire by rotation and being eligible offers herself for reappointment; Mr. Vinay Aggarwal (DIN: 00878512) appointed as an Additional Director by the Board of Directors w.e.f. 27.03.2025 is proposed to be regularized as Non-Executive, Independent Director, who shall not be liable to retire by rotation. Mr. Jay Prakash Singh (DIN: 11328640) appointed as an Additional Director by the Board of Directors w.e.f. 22.10.2025 is proposed to be regularized as Executive, Non-Promoter/Professional Director, who shall be liable to retire by rotation.

D. Key Managerial Personnel (KMP)

As on March 31, 2025, the Company comprised of the following Key Managerial Personnel:

S. No. PAN	Name of KMP	Designation
1. AEFPG6425A	Virender Goyal	Chief Financial Of icer (CFO)
2. BCCPP8350B	Neha Parbhakar Rawat	Company Secretary

However, Ms. Neha Parbhakar Rawat has resigned from the of ice of Company Secretary of the Company w.e.f. 31.07.2025 and Ms. Anushka Jain was appointed as Company Secretary of the Company w.e.f. 01.08.2025

19. ANNUAL ECALUATION 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 evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. The evaluation framework for assessing the performance of directors comprises of the following key areas:

(a) For Independent Directors: o Knowledge and Skills o Professional conduct o Duties, Role and functions

(b) For Executive Director: o Performance as Team Leader / Member o Evaluating Business Opportunity and analysis of Risk Reward Scenarios o Key Set Goals and Achievements o Professional Conduct and Integrity o Sharing of Information with the Board 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.

20. 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 Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, by Board of Directors of Company in their meeting held on September 11, 2024 and reconstituted on March 27, 2025.

The Committee meeting was held once on 05.12.2024

The composition of the Audit Committee as at 31.03.2025 are given hereunder:

Name of Director	Designation of Committee	Nature of Directorship
Yogendra Kumar Singhal	Chairman	Non-Executive & Independent Director
Rajesh Bansal	Member	Non-Executive & Independent Director
Kamta Nath Pandey	Member	Non-Executive & Independent Director
Rajesh Mittal	Member	Managing Director

The Company Secretary served as the Secretary to the Committee.

Note: Mr. Yatish Chandra Gupta, who was a Chairman of Audit Committee, resigned from the Directorship of the Company with effect from March 24, 2025 and subsequently ceased to be Chairman of the Audit Committee also.

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 and Regulation 19 of SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, by Board of Directors of Company in their meeting held on September 11, 2024 and reconstituted on March 27, 2025. The Committee meeting was held twice on 04.10.2024 and 27.03.2025 The composition of the Nomination and Remuneration Committee as at 31.03.2025 are given hereunder:

Name of Director	Designation of Committee	Nature of Directorship
Rajesh Bansal	Chairman	Non-Executive & Independent Director
Yogendra Kumar Singhal	Member	Non-Executive & Independent Director
Kamta Nath Pandey	Member	Non-Executive & Independent Director

Note: Mr. Yatish Chandra Gupta, who was a Chairman of Nomination and Remuneration Committee, resigned from the Directorship of the Company with effect from March 24, 2025 and subsequently ceased to be Chairman of the Nomination and Remuneration Committee also.

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 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on September 11, 2024 and reconstituted on March 27, 2025. The table below highlights the composition and attendance of the members of the Committee as on March 31, 2025

Name of Director	Designation of Committee	Nature of Directorship
Rajesh Bansal	Chairman	Non-Executive & Independent Director
Yogendra Kumar Singhal	Member	Non-Executive & Independent Director
Kamta Nath Pandey	Member	Non-Executive & Independent Director
Virender Goyal	Member	Executive Director

Note: Mr. Yatish Chandra Gupta, who was a Member of Stakeholders Relationship Committee, resigned from the Directorship of the Company with effect from March 24, 2025 and subsequently ceased to be member of Stakeholders Relationship Committee. During the year under review the Company received no complaints from the shareholders. Thus, no complaint of the shareholders was pending as on 31.03.2025.

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

A. Board of Directors Meetings

During the Financial year 2024-25, the Board met 09 (Nine) times

S. No	Date of Meeting	No. of eligible Directors	No. of Directors Present
1.	25.04.2024	4	4
2.	06.07.2024	4	4
3.	11.09.2024	8	8
4.	30.09.2024	8	8
5.	04.10.2024	8	8
6.	14.10.2024	8	8
7.	05.12.2024	8	8
8.	25.03.2025	8	8
9.	27.03.2025	7	6

B. Number of General Meeting

S. No	Date of Meeting	Type of Meeting	Members entitled to attend the meeting	No. of members Present
1.	30.04.2024	Extra-Ordinary General Meeting	4	3
2.	30.09.2024	Annual General Meeting	4	4

22. SECRETARIAL STANDARDS

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

23. 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 25^th March, 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 low of information between Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

24. 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/

25. 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-A". 26. AUDITORS

A. Statutory Auditors

Members of the Company at their 4^th Annual General Meeting held on 30^th September, 2024, appointed M/s Kapish Jain & Associates, Chartered Accountants, Ludhiana (FRN: 022743N), as Statutory Auditors of the Company for a period of consecutive ive years in terms of provisions of Section 139 of the Company Act, 2013 to conduct the statutory audit of the company for the period from 01.04.2024 to 31.03.2029. Report submitted by the Statutory Auditors for the financial year ended 31.03.2025 was self-explanatory in nature, thus no explanations or comments required by the Board under section 134(3)(f) of the Companies Act, 2013. Further, appointed M/s Kapish Jain & Associates resigned as Statutory Auditors of Company w.e.f. 15.10.2025 whereby the Board of Directors of the Company in their meeting held on 22.10.2025 recommends appointment of M/s Raj Mittal & Associates, Chartered Accountants (FRN: 012468N) in the ensuing Annual General Meeting for a period of 5 consecutive Financial years from 2025-26 to 2029-30.

B. Secretarial Audit

During the financial 2024-25, 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 31.03.2025 in form MR-3 is attached herewith as separate Annexure with this report.

Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 04th August 2025 have approved & recommended for approval of Members, appointment of M/s B. K. Gupta & Associates, Practicing Company Secretaries as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold of ice from 01.04.2025 upto 31.03.2030.

C. Cost Auditor

M/s Hari Govind Singh & Co., Cost and Management Accountants (Firm Registration No. 006762) was appointed as Cost Auditors by the Board of Directors in their meeting held on 11.09.2024 to conduct the cost audit for the financial year 2024-25 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 2024-25.

D. Internal Auditor

M/s IG & Co, Chartered Accountant 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.

27. BOARDS COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

Statutory Auditors:- Audit Report given by the Statutory Auditors for the financial year under review is self-explanatory thus no comments required from the board in this regard. Cost Auditors: Cost Audit Report given by the Cost Auditors for the financial year under review is self-explanatory, hence no comments have been given by the board in this regard. Secretarial Auditors: Secretarial Audit Report given by the Statutory Auditors for the financial year under review is without any quali ications, therefore no comments given by the board in this regard.

28. 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.

29. 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-B" to this Report.

30. 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/ For the financial year 2024-2025, the Company was required to spend an amount of Rs.15.75 lakhs towards CSR. During the year under review, an amount of Rs.1.25 lakhs was available for set off towards CSR obligation as it was over spent during the F.Y. 2023-24. The balance unspent amount of Rs.14.50 lakhs, which does not relate to any ongoing project, could not be spent during the year due to the time taken in identi ication and inalization of suitable projects and implementation partners.

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-C" which is annexed hereto and forms part of the Boards Report.

31. 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.

32. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

33. 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 Identi ication and Impact Assessment b) Risk Evaluation c) Risk Reporting and Disclosures d) Risk Mitigating and Monitoring

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

There were no signifiicant 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.

35. INITIAL PUBLIC OFFER AND LISTING

After the closure of Financial Year under review, the Company vide the letter dated 04th July, 2025 has received the approval of National Stock Exchange for Listing of Equity Shares of Cedaar Textile Limited (SME IPO). The equity shares of the Company got listed on the NSE Emerge Platform (the SME Platform of the National Stock Exchange of India Limited) w.e.f. 07th July 2025. With this, your Company has transitioned into a SME Listed Company, enhancing its visibility in the financial markets, strengthening its corporate governance practices, and paving the way for greater transparency and access to capital.

36. 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 2024-25, 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

37. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Bene it Act, 1961. The statutory bene its 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 lexible 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.

38. 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.

39. 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.

40. ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. 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.