For the Year 2025-26

Dear Members,

Your Directors of the Company have pleasure in presenting the 69th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2026.

FINANCIAL RESULTS

The financial results, in brief, for the year ended 31st March, 2026 are as under:

(Rs. in Lacs)

DIVIDEND

In view of the need to conserve cash at this time, your Directors have recommended to the Members a dividend of Rs. 0.10 per share (previous year Rs. 0.10 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March, 2026.

OPERATIONS & FUTURE OUTLOOK

Your Company has closed the financial year with upward trend of turnover. Profits however has been under pressure mainly due to increased interest & depreciation in view of the recently concluded project. Completion of the latest project has made the Company ready for the future and will improve the performance in the forthcoming years.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years.

DIRECTORS

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 25^th June, 2025 approved the appointment of Mr. Bhagirath Modi (DIN: 00766377), as an Additional Director (Non-Executive and Independent) with effect from 25^th June, 2025. The Board of Directors considered the appointment focusing on the distinctive set of competencies that above named Director will bring to the Board Room which included knowledge of business and experience, expertise, judgment and candour, culture of participation, contribution and forward looking initiatives on matters pertaining to the Company. As per regulation 17 (1C) of SEBI LODR Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment or reappointment of a person on the board of directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Mr. Bhagirath Modi (DIN: 00766377) appointment as an Additional Non Executive Independent Director of the Company was seeked at the 68^th Annual General Meeting of the Company held on 29^th July, 2025 and the necessary approval of the shareholders were granted.

The existing Independent Directors of the Company namely Mr. Rishi Bajoria (DIN: 00501157) and Dr. Sudhir Bhandari (DIN:08755101), who were appointed for a term of 5 years with effect from 21st July, 2020 completed their 1st term on 20th July, 2025. As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Director can be reappointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board's report.

The Board of Directors at its meeting held on 24th May, 2025, on recommendation of Nomination and Remuneration Committee and on the basis of qualification, experience, past performance and continued association with the Company as Independent Director and subject to approval of the shareholders, reappointed Mr. Rishi Bajoria and Dr. Sudhir Bhandari for further term of 5 years with effect from 21st July, 2025. The appointment of Independent Directors was seeked for a second term of 5 consecutive years at the 68th Annual General Meeting of the Company held on 29th July, 2025 where the necessary approval of the shareholders were granted.

Mr. Saroj Khemka (DIN: 00489838), Independent Director of the Company, who was appointed for a second term of 5 years with effect from 12th August, 2020, have retired upon completion of his second and final term of 5 years on 11th August, 2025. The Board in its meeting held on 8th August, 2025 noted the same and conveyed its sincere appreciation for the valuable contribution made by Mr. Saroj Khemka during his tenure as Independent Director of the Company.

Mrs. Pranika Khaitan Rawat (DIN: 07062242), Non Executive Non Independent Director tendered her resignation, in view of pre-occupation and other professional commitments, with effect from close of business hours on 13th November, 2025 which was subsequently noted by the Board. The Board placed on records its appreciation for the valuable guidance provided by Mrs. Pranika Khaitan Rawat during her association with the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 13th November, 2025 approved the appointment of Mrs. Shailja Khaitan (DIN: 00820688), as an Additional Director (NonExecutive Non Independent) with effect from 13th November, 2025. As per regulation 17 (1C) of SEBI LODR Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment or reappointment of a person on the board of directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Mrs. Shailja Khaitan (DIN: 00820688) appointment as Non-Executive Non Independent Director of the Company was seeked through Postal Ballot (e-voting) which was passed on 25th January, 2026 and the necessary approval of the shareholders were granted.

The term of office of Mr. Kishan Kumar Khaitan as Chairman of the Company is due to expire on 31st March, 2027 and the Board has reappointed him as Chairman of the Company with effect from 1st April, 2027 subject to the approval of shareholders at the ensuing Annual General Meeting.

The term of office of Dr. Mahendra Khaitan as Managing Director of the Company is due to expire on 31st March, 2027 and the Board has reappointed him with change in his designation from Managing Director to Vice Chairman of the Company with effect from 1st April, 2027 subject to the approval of shareholders at the ensuing Annual General Meeting.

The term of office of Mr. Devesh Khaitan as Joint Managing Director of the Company is due to expire on 31st March, 2027 and the Board has re-appointed him with change in his designation from Joint Managing Director to Managing Director of the Company with effect from 1^st April, 2027 subject to the approval of shareholders at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Mahendra Khaitan (DIN: 00459612), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Profile of Dr. Mahendra Khaitan, is given in the Notice of the Annual General Meeting.

AUDITORS

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C), Statutory Auditors of the Company were re-appointed for a second term of five years at the 68th Annual General Meeting of the Company held on 29th July, 2025, from the conclusion of the 68th Annual General Meeting till the conclusion of the 73rd Annual General Meeting of the Company to be held during the year 2030. The Audit Committee and the Board of Directors during their respective meetings held on 24th May, 2025 have considered and recommended the re-appointment of M/s. Jain Shrimal & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of 68th Annual General Meeting until the conclusion of 73rd Annual General Meeting. M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C) have given their consent for the proposed reappointment as Statutory Auditors of the Company from the conclusion of 68th Annual General Meeting until the conclusion of 73rd Annual General Meeting. There are no major qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report and neither any fraud has been reported by auditors under section 143(12) of the Companies Act, 2013.

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s R. B. Verma & Associates, Chartered Accountants, Jaipur and M/s A. K. Bhardwaj & Co., Chartered Accountants, Kolkata has conducted Internal Audit of the Company for the Financial Year 2025-26. In terms of provisions of the Companies Act, on recommendation of the Audit Committee, the Board at its meeting held on 28th May 2026 had appointed M/s R. B. Verma & Associates, Chartered Accountants, Jaipur as the Internal Auditor of the Company for conducting Internal Audit at all places for the financial year ending 31st March 2027. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

During the financial year under review and in terms of provisions of the Companies Act, 2013 and SEBI LODR Regulations 2015 (as amended from time to time) on recommendation of the Audit Committee, the Board at its meeting held on 24th May 2025 had appointed Mrs. Twinkle Agarwal, Practicing Company Secretary as the Secretarial Auditor for a term of 5 (five) consecutive years from the financial year 2025-26 to 2029-30. The Shareholders at the 68th Annual General Meeting held on 29th July, 2025 approved the appointment of Mrs. Twinkle Agarwal, Practicing Company Secretary as the Secretarial Auditor for a term of 5 (five) consecutive years from the financial year 2025-26 to 202930. The Secretarial Audit was carried out by Mrs. Twinkle Agarwal, Company Secretaries in Practice, having Membership No. A52868 and Certificate of Practice No. 25605 for the financial year ended 31st March, 2026. The Secretarial Auditors' Report for the financial year ending 31st March, 2026 is annexed herewith. There are no major qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

INFORMATIONS

Information's / statements as per the applicable provisions of the Companies Act, 2013 & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

ACKNOWLEDGEMENT

The Directors wish to place on record their gratitude to the Customers, Investors, Suppliers, Bankers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.