Filatex Fashions Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 32 nd Annual Report along with the Audited Consolidated and Standalone Financial Statement for Financial Statements of your Company for the financial year ended March 31, 2026 (FY 2025-26).

FINANCIAL PERFORMANCE:

The Audited Consolidated and Standalone Financial Statement of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

The summarized financial highlights are depicted below:

(Rs. in Lakhs.)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	11,219.33	17,848.18	11,544.23	18,580.78
Other Income	63.58	569.44	63.58	584.44
Total Income	11,282.91	18,417.61	11,607.81	19,165.21
Total Expenditure	10,910.07	17,146.99	11,231.29	17,888.35
Profit before tax	372.85	1,270.63	376.52	1,276.86
Less: Tax expense	92.36	333.30	93.31	334.91
Profit for the year (PAT)	280.49	937.33	283.21	941.95

Financial Highlights/ State of Companys Affairs:

The total income of the Company for the year ended March 31, 2026, was Rs. 11,282.91/- Lakhs as against the total income of Rs. 18,417.61/- Lakhs for the previous year ended March 31, 2025.

The total Consolidated income of the Company for the year ended March 31, 2026, was Rs. 11,607.81/- Lakhs as against total income of Rs. 19,165.21/- Lakhs for the previous year ended March 31, 2025.

The Company has earned a Net Profit after Tax of Rs. 280.49/- Lakhs for the year under review as compared to Net Profit of Rs. 937.33/- Lakhs in the previous year.

The Company has reported a consolidated Net Profit after tax of Rs. 283.21/- Lakhs for the year under review as compared to Net Profit after tax of Rs. 941.95/- Lakhs in the previous year.

Dividend:

During the year under review, your Board has not recommended any dividend. The Dividend Distribution Policy is available on the website of the Company at www.filatexfashions.co.in This policy sets out the parameters and circumstances that will be taken into account by the Board of Directors of the Company in regard to distribution of dividend to its shareholders and/or retention of profits and also to provide clarity to the stakeholders on the dividend distribution strategies of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

No amount is required to be transferred to Investor Education and Protection Fund pursuant to Section 124(5) of the Act.

Credit Rating:

As the company has not issued any debt instruments, there is no requirement to obtain a credit rating for the financial year 2025-26.

Amount transferred to Reserve:

During the year, the Company has Transferred Rs. 280.49/- Lakhs in reserve. The profit earned during the year has been carried to the balance sheet of the Company.

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements.

COMPANY AFFAIRS

1) Business Segments: The Company operates in a single business segment.

2) Change in status of the Company: Status of the Company is Public Limited. There is no change during the period under review.

3) Key Business Developments: There is no key Business development in the company during Financial Year 2025-26.

4) Change in FY: There is no change in Financial Year.

5) Capex Programmes: During the period under review the company has made following expenses in capex:

(Rs. in Lakhs)

Sr No. , Particulars	Additions during FY 2025-26
1 Land	-
2 Building	53.25
3 Plant and Machinery	135.00
4 Electrical Installations and Equipment	-
5 Computers	0.92
6 Furniture & Fixtures	-
7 Vehicles	-
8 Office Equipment	-
Total Total PPE Additions	189.17

CHANGE IN NATURE OF BUSINESS:

There has been no change in the objects of the Company. Business is being conducted as per the objectives described in the Memorandum of Association of the Company. There has been no material change in the line or nature of business that the Company is operating in.

SHARE CAPITAL:

Authorized Capital

The authorized share capital of the Company as at the end of the financial year i.e. March 31, 2026, stood at Rs. 8,50,00,00,000/-, divided into 8,50,00,00,000 equity shares of Rs. 1/- each

As on the date of Boards Report, the authorized share capital of the Company stands at Rs. 10,00,00,00,000/- divided into 10,00,00,00,000 equity shares of Rs. 1/- each (pursuant to the resolution passed at the Extraordinary General Meeting held on May 21, 2026, whereby the authorized share capital of the Company was increased from Rs. 8,50,00,00,000/- to Rs. 10,00,00,00,000/-).

Issued, Subscribed & Paid-up Capital

The issued, subscribed and paid-up share capital of the Company as at March 31, 2026, & as on the date of Boards Report stood at Rs. 8,33,40,72,725/-, divided into 8,33,40,72,725 equity shares of Rs. 1/- each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184 (1) i.e. in Form MBP 1, intimation under Section 164 (2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in 120 days, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the company have met 08 (Eight) times, viz May 06, 2025, May 30, 2025, August 12, 2025, September 08, 2025, November 11, 2025, November 14, 2025,

December 03, 2025, February 14, 2026, February 26, 2026. The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and the rules made thereunder, read with the applicable provisions of the Listing Regulations, the Company had four Non-Executive Independent Directors as on March 31, 2026. In the opinion of the Board of Directors, all the four Independent Directors of the Company met the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and the rules made thereunder and the Listing Regulations and were independent of the Management. As on the date of this Boards Report, the Company has two Non-Executive Independent Directors. In the opinion of the Board, both the Independent Directors meet the criteria of independence prescribed under Section 149 of the Companies Act, 2013 and the rules made thereunder and the Listing Regulations and are independent of the Management.

A separate meeting of Independent Directors was held on March 11, 2026, to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.filatexfashions.co.in.

The Company has received a declaration from the Independent Directors of the Company under Section 149 (7) of Companies Act, 2013 and 16 (1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfil the conditions for re-appointment as Independent Directors and are independent of the Management.

Following Independent Directors have resigned during F.Y 2025-26:

Sr. No. Name	Designation	Date of Resignation
1. Mr. Mohammed Riyaz Kamaruddin Khan	Non-Executive Independent Director	May 06, 2025
2. Mr. Mukesh Arora	Non-Executive Independent Director	May 06, 2025
3. Mr. Rakesh Sharma	Non-Executive Independent Director	May 06, 2025
4. Mr. Swapnil Prakash Raka	Non-Executive Independent Director	December 03, 2025

Subsequent to the closure of the financial year, the following Independent Directors resigned from the Board of Directors of the Company:

Sr. No. Name	Designation	Date of Resignation
1. Mr. Dhruv Rameshbhai Chauhan	Non-Executive Independent Director	May 23, 2026
2. Mr. Nageshwara Rao Chitral	Non-Executive Independent Director	July 17, 2026
3. Mrs. Sonali Sandeep Joshi	Non-Executive Independent Director	July 17, 2026
4. Ms. Hemalatha Ayepu	Non-Executive Independent Director	August 05, 2026

Key Managerial Personnel

In compliance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Company had Mr. Sethia Prabhat as the Managing Director with effect from September 08, 2023, and as the Chief Financial Officer with effect from November 11, 2025. Further, Mr. Yash Sethia was appointed as the Chief Financial Officer of the Company with effect from March 30, 2024. However, Mr. Yash Sethia tendered his resignation from the position of Chief Financial Officer, which was accepted by the Board of Directors of the Company, with effect from August 29, 2025.

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the Company had appointed Mr. Chintala Srinivasa Rao as Company Secretary and Compliance Officer of the Company with effect from April 01, 2024. However, Mr. Chintala Srinivasa Rao has ceased to hold the said position with effect from October 10, 2026.

Further, the Company had appointed Mrs. Divya Agarwal as Company Secretary and Compliance Officer of the Company with effect from February 26, 2026. However, Mrs. Divya Agarwal has tendered her resignation from the said position, which has been accepted by the Board, effective May 08, 2026.

Subsequently, the Board of Directors has appointed Mr. Harimohan Namdev as Company Secretary and Compliance Officer of the Company with effect from July 17, 2026.

Performance Evaluation

In terms of the requirement of the Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and the Committees. During the year under review, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its committees. The exercise was led by the Chairman of the NRC along with the Chairman of Board.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Evaluation of Board, Individual Directors and Committees is included in Report on Corporate Governance which is the part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors 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 of the Company for that year;

c) The Directors 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) The Directors had prepared the annual accounts for the year ended March 31, 2026, on-going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD:

There are currently six Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

6. Independent Directors Committee

Details of all the Committees along with their composition and meetings held during the year are provided in the Report on Corporate Governance, a part of this Annual Report.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed in the Boards Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://www.filatexfashions.co.in.

Policy on Directors Appointment and Remuneration

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://www.filatexfashions.co.in. There has been no change in the policy during the year.

We affirm that the remuneration paid to Directors, KMP, Senior Management Personnel and other employees is in accordance with the remuneration policy of the Company.

ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS:

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors, its committees and individual directors. This was in line with the requirements mentioned in the Act and the SEBI Listing Regulations.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, effectiveness of board processes, information flow and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors held on March 11, 2026, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

The results of evaluation can be concluded that there was a high level of board effectiveness with no areas of major concerns and the Board committees and the Directors were performing their duties adequately. Policy of Evaluation of the Board is available on the website of the Company viz. www.filatexfashions.co.in

ACQUISITIONS, DIVESTMENTS, INVESTMENTS AND MERGERS:

During the financial year under review, the Company did not undertake or enter into any acquisitions, divestments, strategic investments, or mergers. Accordingly, there were no material transactions or developments under this heading to be reported.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company has One (1) Subsidiary Company viz. Filatex Mines and Minerals Private Limited as on March 31, 2026.

The Company has no associate companies and joint ventures.

During the year, the Board of Directors have reviewed the affairs of the subsidiary. Pursuant to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary company is attached to the financial statement in Form AOC-1 as Annexure I . The statement also provides details of performance and financial position of subsidiary and its contribution to the overall performance of the Company.

In compliance with Regulation 16(1)(c) of SEBI LODR Regulations, the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at www.filatexfashions.co.in

In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of its subsidiary, are available on website of your Company at https://www.filatexfashions.co.in.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - II.

The statement containing employees in terms of remuneration drawn and the particulars of employees 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, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure will be for inspection. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2026.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2026.

ANNUAL RETURN:

The Extract of Annual Return of the company as on March 31, 2026, is available on the companys website and can be accessed at https://www.filatexfashions.co.in.

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arms Length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. There were no contracts, arrangements or transactions which was executed not in ordinary course of business and/or at arms length basis. Further, there were no related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were not any materially significant related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement made by the Company which may have a potential conflict with the interest of the Company at large. The Board has formulated Policy on Related Party Transactions.

Members may refer to the notes to the accounts for details of related party transactions entered as per Indian Accounting Standard - 24. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI LODR Regulations.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.filatexfashions.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 , are annexed herewith as Annexure-III.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY:

Internal Financial Control Systems and Procedures in the Company are commensurate with the size and the nature of Companys business and are regularly reviewed and updated by incorporating changes in regulatory provisions in order to safeguard the assets and to ensure reliability of financial reporting.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company had appointed Mr. Prabhat Sethia (DIN: 00699415), Managing Director as a Designated person in the Board meeting held on September 08, 2026, and the same will be reported in Annual Return of the company.

MATERIAL CHANGES AND COMMITMENT:

Between the end of the financial year to which the financial statements relate and the date of this Report, the Company conducted a Postal Ballot through remote e-voting. The remote e-voting facility was provided for seeking the approval of the Members on the following Ordinary/Special businesses:

I. Appointment of Statutory Auditor to fill the Casual Vacancy

II. Appointment of Secretarial Auditor to fill the Casual Vacancy

III. Appointment of Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) as an Non-Executive Independent Director of the Company

IV. Appointment of Ms. Sonali Sandeep Joshi (DIN: 10648603) as a Independent Director of the Company

V. Appointment of Ms. Sanju as a Whole Time Director

Except as mentioned above there have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy for protection of Women at workplace and prevention of the sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All the employees (whether temporary, contractual, permanent or trainees) of the Company are covered under this policy.

The information regarding complaints of sexual harassment is given below:

1. Number of complaints of sexual harassment received in the year - NIL

2. Number of complaints disposed off during the year - NIL

3. Number of cases pending for more than ninety days - Not Applicable

MATERNITY BENEFITS

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, during the financial year 2025-26. The Company is committed to providing a supportive and inclusive workplace and ensures that all eligible women employees are granted maternity benefits as prescribed under the Act. The necessary facilities and leave entitlements have been extended in accordance with statutory requirements, reaffirming our commitment to the health, well-being, and rights of our women employees.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is covered under the purview of the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company has undertaken activities towards the development and implementation of its Corporate Social Responsibility initiatives during the financial year. The details of the CSR activities undertaken by the Company, as required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder, are provided in Annexure IV forming part of this Boards Report.

RISK MANAGEMENT:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Management considers the following before concluding any material decision:

a) various elements of risk which, in the opinion of the Board, may threaten the existence of the company and

b) strategy to mitigate such risks.

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

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy : No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not

Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Boards Report as Annexure - V & Annexure - VI .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule VII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of SEBI Listing Regulations, the Company has appointed M/s. Sachin Singh & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the

Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year 2025- 26 is annexed to this report as an Annexure - VIII .

The Company has received certificate dated September 7, 2026, from M/s. Sachin Singh & Associates, Practicing Company Secretary, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority and Annual Secretarial Compliance Report dated May 29, 2026, for the FY 2025-26. Both Certificates are annexed to this report as an Annexure - IX & Annexure - X.

During the audit, certain instances of non-compliance/observations were noted with respect to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Depositories and Participants) Regulations, 2018. The details of the observations raised by the Auditor and the corresponding responses of the Management are set out below:

Auditors Comments and Managements Response

Sr. No. Auditor\u2019s Comment / Observation	Management\u2019s Response
1 Regulation 47 of SEBI (LODR) Regulations, 2015: The newspaper advertisement relating to the financial results for the quarter ended September 2025 was not published within 48 hours from the conclusion of the Board Meeting.	The Company acknowledges the observation regarding the delay in publication of the newspaper advertisement relating to the financial results for the quarter ended September 2025. The Company has taken note of the requirement and has strengthened its internal compliance mechanism to ensure that such advertisements are published within the prescribed timeline going forward.
2 Regulation 31 of SEBI (LODR) Regulations, 2015: The Shareholding Pattern for the quarter ended June 2025 was not submitted within the prescribed timeline, for which penalties of Rs.99,120 each were levied by BSE and NSE. Further, BSE levied a penalty of Rs.28,320 for delayed submission of the Shareholding Pattern.	The Company acknowledges the delay in submission of the Shareholding Pattern for the quarter ended June 2025 and the penalties levied by BSE and NSE. The Company has reviewed its reporting and compliance processes and has implemented appropriate measures to ensure timely preparation, verification and submission of the Shareholding Pattern within the prescribed timelines in future.
3 Regulation 21(2) of SEBI (LODR) Regulations, 2015: The Risk Management	The Company acknowledges the observation regarding the delayed constitution of the Risk Management
Committee was not constituted within the prescribed timeline, for which penalties of Rs.2,14,760 each, Rs.1,62,840 each and Rs.25,960 each were levied by BSE and NSE for different periods of non-compliance.	Committee and the penalties levied by BSE and NSE for the respective periods of non-compliance. The Company has taken note of the applicable requirements and has strengthened its corporate governance and compliance monitoring mechanism to ensure timely constitution and maintenance of the Committee in accordance with the applicable provisions.
4 Regulation 34 of SEBI (LODR) Regulations, 2015: The Annual Report relating to March 2019 was not submitted within the prescribed timeline, for which BSE levied a penalty of Rs.1,21,785.	The Company acknowledges the observation regarding the delayed submission of the Annual Report for the financial year ended March 2019 and the penalty levied by BSE. The Company has taken note of the matter and has strengthened its systems for monitoring statutory and stock exchange filing timelines to avoid recurrence of such delays.
5 Regulation 18(1) of SEBI (LODR) Regulations, 2015: The Audit Committee was not constituted in accordance with the prescribed requirements, for which BSE levied a penalty of Rs.1,62,840.	The Company acknowledges the observation regarding the composition of the Audit Committee and the penalty levied by BSE. The Company has taken necessary steps to ensure that the composition of the Audit Committee is maintained in accordance with the applicable statutory and regulatory requirements.
6 Regulation 23(9) of SEBI (LODR) Regulations, 2015: The disclosure of Related Party Transactions was not submitted within the prescribed timeline, for which penalties of Rs.5,900 each were levied by BSE and NSE.	The Company acknowledges the delay in submission of the disclosure of Related Party Transactions and the penalties levied by BSE and NSE. The Company has strengthened its internal process for identification, compilation, review and timely submission of related party transaction disclosures to ensure compliance with the prescribed timelines.
7 Regulation 6(1) of SEBI (LODR) Regulations, 2015: The vacancy in the office of the Company Secretary was not filled within the prescribed timeline, for which penalties of Rs.40,120 each were levied by BSE and NSE.	The Company acknowledges the delay in filling the vacancy in the office of the Company Secretary and the penalties levied by BSE and NSE. The Company has taken appropriate measures to ensure that any vacancy in the office of the Company Secretary is filled within the prescribed timeline and in accordance with the applicable regulatory requirements.
8 Regulation 31A of SEBI (LODR) Regulations, 2015: The disclosure relating	The Company acknowledges the delay in making the disclosure relating to reclassification of promoters and
to promoter reclassification was not made within the prescribed timeline, for which penalties of Rs.3,77,600 each were levied by BSE and NSE.	the penalties levied by BSE and NSE. The Company has reviewed the relevant compliance process and has strengthened its monitoring mechanism to ensure timely compliance with the requirements relating to promoter reclassification.
9 Regulation 30 read with Para A of Part A of Schedule III of SEBI (LODR) Regulations, 2015: The resignation of Director, Mr. Ramphool Meena, was not intimated to the Stock Exchange within the prescribed timeline. NSE sought clarification and no penalty was levied.	The Company acknowledges the observation regarding the delayed intimation to the Stock Exchanges in respect of the resignation of Director, Mr. Ramphool Meena. The Company has taken note of the clarification sought by NSE and has strengthened its internal reporting and escalation mechanism to ensure that all events requiring disclosure under Regulation 30 are intimated to the Stock Exchanges within the prescribed timelines.
10 Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018: The Reconciliation of Share Capital Audit Report for the quarter ended June 2025 was not uploaded within the prescribed timeline. Further, confirmation certificates under Regulation 74(5) for the quarters ended June 2025, September 2025 and December 2025 were not uploaded within the prescribed timeline.	The Company acknowledges the observations regarding the delayed submission/uploading of the Reconciliation of Share Capital Audit Report and the confirmation certificates under Regulation 74(5). The Company has reviewed its compliance and coordination process with the concerned intermediaries and has strengthened its monitoring mechanism to ensure timely submission/uploading of the requisite reports and certificates within the prescribed timelines going forward.

STATUTORY AUDITOR AND THEIR REPORT:

M/s KPSJ & Associates LLP., Chartered Accountants, Ahmedabad (Firm Registration No. 124845W/W100209), were appointed as the Statutory Auditor of the Company and have audited the financial statements for the Financial Year 2025-26. The Auditors Report on the Financial Statements forms an integral part of this Annual Report.

During the course of the Statutory Audit, certain observations were reported by the Statutory Auditor in relation to delays/defaults in repayment of principal and interest in respect of certain borrowings. The details of the observations and the corresponding responses of the Management are set out below:

Sr. No. Statutory Auditor\u2019s Comment / Observation	Management\u2019s Response
1. Vehicle Loan - Mercedes-Benz Financial Services India Pvt. Ltd.: The Company had an outstanding amount of Rs.148.99 lakhs towards principal and interest and was making irregular payments. The Company was reported to be in default in repayment.	The Management acknowledges the observation of the Statutory Auditor regarding the irregularity in repayment of the vehicle loan. The delay in payments was temporary in nature and was not due to any intention on the part of the Company to default on its loan obligations. The Company has taken note of the matter and is committed to ensuring timely servicing of its repayment obligations going forward.
2. Mortgage Loan - Godavari Urban Multistate Credit Co-Operative Society Ltd.: The Company had an outstanding amount of Rs.367.18 lakhs towards principal and interest and was making irregular payments. The Company was reported to be in default in repayment and had applied for One-Time Settlement (OTS), with NOC pending.	With regard to the observation reported by the Statutory Auditor concerning the default in repayment of principal and interest to Godavari Urban Credit Cooperative Society Limited, Nanded, in respect of the mortgage loan amounting to Rs.326.09 lakhs, the Management clarifies that the Company had entered into a One-Time Settlement (OTS) with Godavari Urban Credit Cooperative Society Limited, Nanded, and has paid all the dues payable under the said settlement. Accordingly, the matter has been settled in full.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 became applicable to the Company during the audit period.

The Company is in the process of completing the necessary compliances, identification of eligible CSR activities, and other applicable requirements under Section 135 of the Companies Act, 2013 and the rules made thereunder.

The Management is committed to ensuring timely compliance with the applicable CSR provisions and shall complete the pending requirements at the earliest.

INTERNAL AUDIT & CONTROL:

The Company has appointed M/s. Kandula & Associates, Chartered Accountants (FRN No.: 011617S), as its Internal Auditors for the Financial Year 2025-26. They will be responsible for evaluating and improving the Companys internal audit, controls, systems, and processes. The Company has implemented adequate internal financial controls commensurate with its size, scale, and complexity of operations, ensuring the accuracy and reliability of financial reporting.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

DATA PRIVACY, DATA PROTECTION AND CYBER SECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cyber security and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

MAINTENANCE OF COST RECORD:

As mentioned in the Statutory Auditors Report, the requirement for maintenance of cost records is not applicable to the Company , as the Company does not fall under the prescribed class of companies. Accordingly, the Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

COST AUDIT

The provisions relating to cost audit are not applicable to the Company, as the Company does not fall under the prescribed class of companies. Accordingly, the Company is not required to appoint a Cost Auditor or conduct a cost audit.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The 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 complied by your Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) The Company did not undertake any buy-back of its securities.

(ii) 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.

(iii) Details relating to deposits covered under Chapter V of the Act;

(iv) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(v) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(vi) There is no revision in the Board Report or Financial Statement;

(vii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(viii) There was no failure to implement any Corporate Action during the year.

(ix) The securities of the Company were not suspended from trading anytime during the year.

(x) To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

(xi) There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

(xii) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

CEO/CFO CERTIFICATION:

The Managing Director & Chief Financial Officers of the Company have issued a certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs, which has been r eviewed by the Audit Committee and taken on record by the Board is enclosed as Annexure - XI to this Report.

DECLARATION ON CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company, which is available at https://www.filatexfashions.co.in/. All the Board Members and Senior Management Personnel have affirmed compliance with the Code for the Financial Year ended March 31, 2026. A declaration to this effect signed by the Managing Director is enclosed as Annexure - XII to this Report.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Registered Office:	For and on behalf of Board of Directors
D. No 1-80-40-SP-58-65, Shilpa Homes Layout, Gachibowli, K.V. Rangareddy, SeriLingampally, Telangana, India, 500032	FILATEX FASHIONS LIMITED
	CIN: L51491TG1994PLC017158

	Sd/-	Sd/-	Sd/-
Date: September 08, 2026	Prabhat Sethia	Smitaben Suthar	Pratik Bharatbhai
Place: Hyderabad	Managing Director & CFO	Additional Director	Panchal Additional Director
	DIN:00699415	DIN:10721816	DIN: 10721812