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Filatex India Ltd Directors Report

55.32
(-1.62%)
Oct 17, 2025|12:00:00 AM

Filatex India Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting 35th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

Particulars Standalone Consolidated
2024-25 2023-24 2024-25
Total revenue (Turnover) 4,25,215 4,28,590 4,25,215
Other income 2,091 1,420 2,026
Total Income 4,27,306 4,30,010 4,27,241
Profit before Finance cost, Exchange fluctuation, 27,861 25,335 27,790
Depreciation and Tax
Finance cost 2,163 2,911 2,163
Exchange fluctuation loss/(gain) 343 130 343
Depreciation & amortization expense 7,334 7,251 7,334
Profit before exceptional items & tax 18,021 15,043 17,950
Exceptional items - - -
Profit 18,021 15,043 17,950
Tax expense
- Current 4,276 2,946 4,276
- Deferred 288 1,031 288
Total tax 4,564 3,977 4,564
Net profit after tax 13,457 11,066 13,386
Other comprehensive losses/(income) 2 80 2
Total comprehensive income 13,459 10,986 13,388

There was no subsidiary company during the financial year 2023-24, therefore, consolidated figures for the financial year 2023-24 were not given.

DIVIDEND

The Board of Directors of the Company (‘the Board) has recommended final dividend of 0.25 (Twenty Five Paisa) per equity share of the Company for the year ended March 31, 2025. The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on Friday, 26th September, 2025. The dividend once approved by Shareholders will be paid within the statutory time limit.

As per Section 194 of the Income Tax Act, a company is required to deduct TDS at the rate of 10% on dividend payments made to resident individuals if the amount exceeds 10,000inafinancial resident entities, TDS is applicable at 10% without any threshold; however, if the recipient does not furnish PAN, TDS shall be deducted at 20%. No TDS is required on dividend payments made to Life Insurance Corporation of India, General Insurance Corporation of India, any other insurer, and Mutual Funds specified under Section 10(23D) of the Act. Further, as per Section 195/196, TDS is required to be deducted on dividend payments to non-resident shareholders at the rate of 20% plus applicable surcharge and cess, subject to relief under a Double Taxation Avoidance Agreement (DTAA), if available.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations”), the Dividend Distribution Policy of the Company is available on the Companys website www.filatex.com.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the Reserves and the entire amount of profits has been retained in the profit and loss account.

OPERATIONS & EXPANSION

Revenue from operations for the financial year 2025 was 4,25,215 Lacs as against 4,28,590 Lacs in previous financial year 2024. The sales quantity stood at 390,000 a slight drop from 401,000. During the financial year under review, our EBITDA grew by 7.76% to 25,770 Lacs, up from 23,915 Lacs and PAT rose 21.58%, reaching 13,459 Lacs, up from 11,070 Lacs. The Company is in process of putting up additional manufacturing facilities of Partially Oriented Yarn (POY) of 19800 MTPA, Fully Drawn Yarn (FDY) of 28800 MTPA and Draw Textured Yarn (DTY) of 14400 MTPA at its existing unit at Dahej. The estimated cost of this expansion is projected at/about 235 crores and the expected date of commissioning is September 2026.

The Company is also in process of putting up the Steam Power Distribution Project through which the Company will sell surplus around 70TPH steam generated from captive power plant to the small companies/persons. To implement this project, the Company will incur an outlay cost of 85 crores which will be financed through internal accruals. The expected date of commissioning is June 2026. With this, the Company is expected to generate additional EBDITA of around 60 crores annually. Considering the focus on sustainability of textile industry and the need to shift from linear to circular economy, the Company has developed an in-house R&D process to utilize textile waste in any form. A pilot plant is already operational, processing various pre-consumer textile waste such as garment and home linens.

The Company is also executing its Polyester Textiles Recycling Project in its wholly owned subsidiary, Texfil Private Limited. The estimated project cost shall be around 300 crore for an annual capacity of 26,250 MT. This project will use polyester textile waste in all forms to produce polyester chips. We are setting up this plant near our existing dahej facility. This location has easy access to waste, raw material supply as well as good infrastructure. Project engineering consultants have been appointed. Building construction has already started and equipment ordering are being finalized. Production is expected to start by September 2026.

SUBSIDIARY COMPANY

During the year ended March 31, 2025, the Company has acquired all existing 2,000 Equity Shares of Texfil Private Limited at a face value of 10 each from Mr. Madhu Sudhan Bhageria and Mr. Purrshottam Bhaggeria, Promoter Directors of the Company. Texfil Private Limited has become the Companys wholly owned subsidiary with effect from May 01, 2024. A statement containing salient features of the Financial Statement of the said Subsidiary Company is attached as required under the first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 as Annexure “A”.

During the current financial year 2025-26, the Company has, on 6th May, 2025, acquired 1,99,80,000 Equity Shares of face value of 1 each at a price of 10 each of Texfil Private Limited (Texfil), for an aggregate amount of 19.98 crore under Right Issue.

FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015

The Nomination and Remuneration Committee of the Company had at its meeting held on October 30, 2023, approved grant of 27,20,000 (face value of 1/- per share) stock options (“options”) to the eligible employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS -2015), at an exercise price of 48.05 per option (being the closing price at BSE on October 27, 2023 i.e. immediately preceding the grant date), each option being convertible into one Equity Share of the Company upon vesting subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS 2015. During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on 29th January, 2025, approved grant of 1,50,000 Stock Options ("Options) to the eligible Employees of wholly owned subsidiary company i.e. Texfil Private Limited under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS-2015), at an exercise price of 46.61 per Option (being the closing price at NSE on 28.01.2025 i.e. immediately preceding the grant date), each Option being convertible into one Equity Share of the Company upon vesting subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and conditions of the Filatex ESOS 2015. The Options shall vest in three instalments i.e. 35% on 30.10.2026, 25% on 30.10.2027 & 40% on 30.10.2028.

During the year 2025-26, the Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on 23rd July, 2025, approved grant of 2,50,000 Stock Options (“Options”) to the eligible employee of Texfil Private Limited, Wholly Owned Subsidiary Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS-2015), at an exercise price of 59.00 per Option, each Option being convertible into one Equity Share of the Company upon vesting subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and conditions of the Filatex ESOS 2015. The Options shall vest in four instalments i.e.

Vesting Time Period for Vesting Options Vested
1st On completion of 2 years from the date of Grant 15% of the total options granted
2nd On completion of 3 years from the date of Grant 20% of the total options granted
3rd On completion of 4 years from the date of Grant 25% of the total options granted
4th On completion of 5 years from the date of Grant 40% of the total options granted

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No. 41 of the Standalone Financial Statement). Disclosure under SEBI (Share Based Employees Benefits) Regulations, 2014 regarding details of the Filatex ESOS, 2015 for the financial year ended March 31, 2025 has been given in Note 51 of the Standalone Financial Statement.

SHARE CAPITAL

Presently, the Companys Issued & Paid-up Share Capital is 44,38,55,500 consisting of 44,38,55,500 Equity shares of 1/- each.

DEPOSITS

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Swarup Chandra Parija (DIN: 00363608), Mr. Suraj Parkash Setia (DIN: 00255049) and Smt. Pallavi Joshi Bakhru (DIN: 01526618), Independent Directors of the Company were ceased to be the Independent Directors of the Company with effect from September 27, 2024 on completion of their second and final term of 5 (five) years. During the year under review, Mr. Manish Vij has been appointed as an Independent Director of the Company f director pursuant to for the period starting from August 29, 2024 till September 30, 2025.

Mr. Purrshottam Bhaggeria (DIN: 00017938), Vice Chairman & Managing Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on 23rd July, 2025, inter-alia, approved the following:

1. Re-appointment of Mr. Rajender Mohan Malla as an Independent Director of the Company for a period of five years w.e.f. 27th July, 2025.

2. Re-appointment of Mr. Manish Vij as an Independent Director of the Company for a period of five years w.e.f. 30th September, 2025.

3. Re-appointment of Mr. Madhu Sudhan Bhageria as Chairman and Managing Director of the Company for a further period of five years w.e.f. 30th July, 2025.

4. Re-appointment of Mr. Purrshottam Bhaggeria as Managing Director designated as Vice Chairman & Managing Director of the Company for a further period of five years w.e.f. 30th July, 2025.

5. Re-appointment of Mr. Madhav Bhageria as Managing Director of the Company for a further periodof th July, 2025.

The re-appointment(s) of Mr. Rajender Mohan Malla, Mr. Manish Vij, Mr. Madhu Sudhan Bhageria, Mr. Purrshottam Bhaggeria and Mr. Madhav Bhageria have been approved subject to the approval of shareholders in the ensuing Annual General Meeting. They have confirmed that they are not debarred from holding office of director by virtue of any SEBI order or any other such authority.

Mr. Rajender Mohan Malla, Ms. Meenakshi Mallik, and Mr. Manish Vij, Independent Directors have confirmed that their names have been enrolled in the Independent Directors Databank.

The directors would like to confirm that the Company has received declaration from all the Independent Directors confirming their independence as well as confirmation that “he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/her duties with an objective independent judgement and without any external influence”. Accordingly, the requirement of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) & Regulation 25(8) of the Listing Regulations are duly complied with. Pursuant to the circular relating to the “enforcement of SEBI Order regarding appointment of directors by listed companies” dated June 20, 2018, any director of the Company is not debarred from holding SEBI order. Your the directors would like to confirm that as per the opinion of the Board of Directors, all the Independent Directors of the Company meet the requirement of integrity, expertise and experience (including the proficiency) required for their appointment.

Pursuant to the provisions of Section 203 of the Act, at present, the Key Managerial Personnel of the Company are: Mr. Madhu Sudhan Bhageria (Chairman and Managing Director), Mr. Purrshottam Bhaggeria (Vice Chairman & Managing Director), Mr. Madhav Bhageria (Managing Director), Mr. Nitin Agarwal, Chief Financial Officer and Mr. Raman Kumar Jha, Company Secretary of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees, Stakeholders Relationship Committee and Finance & Corporate Affairs Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is available on the Companys website www.filatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 (“Act”), the Corporate Social Responsibility (“CSR”) Committee consists of Mr. Madhu Sudhan Bhageria as the Chairman, Mr. Purrshottam Bhaggeria, Mr. Madhav Bhageria, Mr. Rajender Mohan Malla and Ms. Meenakshi Mallik, as members.

The Board, on the recommendation of CSR Committee, approved 496.37 Lakhs being two percent of average net profits of 24818.74 Lakhs during preceding three financial years of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 to be spent on CSR activities during the financial year 2024- 25 in accordance with CSR Policy, which is available at the Company website www.filatex.com. During the year under review, the Company has incurred an expenditure of 76.72 Lakhs onEducation,Swachh te regarding Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, rural development, women empowerment etc and an amount of 421.49 has been transferred to be spent to Lala Govindramjee Charitable Society, an implementing agency towards construction and setting up the school in Eksal Village, District Bharuch, Gujarat. Details of the expenditure incurred towards CSR activities for the financialyear 2024-25 is annexed herewith as Annexure “B”.

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and that there are no material departures therefrom;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profitsof the Company for that period; sufficie

iii. theyhavetakenproperand maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI (Listing Obligations Disclosure Requirements) Regulations,2015alongwith compliance of conditions of Corporate Governance are annexed herewith as Annexure “C”.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, the Management Discussion & Analysis is set out in this Annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks such as GRI, SASB, TCFD, and Integrated Reporting.

Starting from the financial

BRSR has become mandatory for the top 1000 listed companies based on market capitalization, replacing the BRR. As of December 31, 2024, Our Company is ranked 967 at NSE and 979 at BSE based on market capitalization. The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary.

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 is attached with this annual report.

AUDITORS

As per the provisions of Section 139 of the Companies Act 2013, M/s Arun K. Gupta & Associates (Firm Registration No. 000605N) was re-appointed as the Statutory Auditors to hold office for the second term of five years commencing financial office from the conclusion of the 32nd Annual General Meeting of the Company till the conclusion of the 37th Annual General Meeting to be held in 2027 on such remuneration plus GST, out-of-pocket expenses etc. to be decided by the Board of Directors.

JOINT STATUTORY AUDITOR

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Members of the Company in their Annual General Meeting held on September 30, 2020, appointed M/s R. N. Marwah & Co. LLP, (Firm Registration no. (001211N/N500019), Chartered Accountants, as the Joint Statutory Auditor of the Company for a term of five years commencing from the Companys financial year 2020-21 to hold office from the conclusion of the 30 th Annual General Meeting of the Company till the conclusion of the 35th Annual General Meeting to be held in 2025 on such remuneration plus GST, out-of-pocket expenses etc. as decided by the Board of Directors.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by M/s Arun K. Gupta & Associates, Statutory Auditors and M/s R. N. Marwah & Co. LLP, Joint Statutory Auditor, in their report for the Financial Year ended March 31, 2025. The Statutory Auditors and Joint Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company/Central Government in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm Auditors, for conducting the audit of cost records for the financial year 2025-26 as the Cost Auditor at a remuneration of 75,000 plus GST and out of pocket expense.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by the members of the Company Accordingly, ratification by the members is sought the remuneration payable to the Cost Auditors for the financial year ending March 31, 2026 by passing an Ordinary Resolution as set out at Item No. 4 of AGM Notice.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure “D”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In accordance with the provisions of Section 204 2022-23tohold of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company the appointment of M/s Siddiqui & Associate, Practising Company Secretary (Firm Registration No. S1988DE004300), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which may be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as

Annexure “E”.

Policy for determining ‘material subsidiaries and the Policy on related party transactions as approved by the Board may be accessed on the Companys website www.filatex.com.

Cost

Your Directors draw attention of the members to Note no. 47 to the standalone financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2025-26 has been paid to the Stock Exchanges.

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

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure “F”.

PARTICULARS OF EMPLOYEES

During the year under review, no employees of the Company received remuneration more than 102.00 Lakhs per annum or 8.50 Lakhs per month if employed for part of the year except Mr. Madhu Sudhan Bhageria, Chairman & Managing Director, Mr. Purrshottam Bhaggeria & Mr. Madhav Bhageria, Joint Managing Directors of the Company. Accordingly, information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in

Annexure “G”.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as

Annexure “G”.

VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013 and SEBI Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Companys website www.filatex.com.

During the year under review, no complaint was received from any Whistle Blower. No personnel of the Company were denied access to the Audit Committee. In this regard, Mr. Ashok Chauhan, Chief Visionary Officer is the Vigilance Officer ofthe

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report. The Board of Directors dont foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

RISK MANAGEMENT COMMITTEE

The Company constituted the Risk Management Committee consists of two Directors namely, Mr. Madhu Sudhan Bhageria, Chairman & Managing Director,

Ms. Meenakshi Mallik, Independent Director & one senior executive, Mr. Ashok Chauhan, Chief Visionary Officer of the Company. Mr. Madhu Sudhan Bhageria will be Chairman of the Risk Management Committee. The policy on Risk Management as approved by the Board is uploaded on the Companys website www. filatex.com.

Your Company believes that several factors such as advancements in technology, prevalent geo-political environment and stringent regulatory and environmental requirements have consequential impacts across the value chain of a business. These impacts are likely to continue and intensify over time and for a business to be sustainable, it needs to adapt to the environment by managing risks and opportunities in a systematic manner.

The Board of Directors of the Company are responsible for risk oversight functions. Risk Management Committee provide guidance for implementing the risk management policy across the organisation. The operation heads of each business units are primarily responsible for implementing the risk management policy of the Company and achieving the stated objective of developing a risk intelligent culture that helps to improve the Companys performance. The responsibility of tacking and monitoring the key risks of the division/ business unit periodically and implementing suitable mitigation plans proactively is with the senior executives of various functional units. These risk owners are expected to avoid any undue deviations or adverse events and ultimately help in creating value for the business.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No(s). 6, 7, 12, & 16 to sta. Company. thestandalonefinancial

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

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

ANNUAL RETURN

The Annual Return for the financial year 2023-24 is available on the website of the Company www.filatex. com.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review: (i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

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

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

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendor. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. The directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on Behalf of the Board of Directors
Madhu Sudhan Bhageria
Place: New Delhi Chairman and Managing Director
Date: 23rd July, 2025 DIN:0021934

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