As on: Oct 13, 2025 10:08 AM
To,
The Members,
Your Directors take pleasure in presenting the 36th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE:
The financial performance of your Company on standalone basis for the Financial Year ended 31st March, 2025 is summarized below:
The Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
2. PERFORMANCE AT A GLANCE ON STANDALONE BASIS:
During the Financial Year 2024-25, the Company achieved total Revenue of ` 12117.44 lakhs in the current year, against `9522.74 lakhs in the previous year, thereby registering Increase of 27.25 % as compared to the previous year. The Company has registered Net Profit of ` 488.51 lakhs in the current year, against Loss of ` 841.11 lakhs in the previous year.
3. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate on the date of this report.
4. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year 2024-25.
5. DIVIDEND:
The Board of Directors has not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31st March, 2025.
6. TRANSFER TO RESERVES:
During the Financial Year 2024-25, no amount has been transferred to reserves.
7. DEPOSITS:
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
8. FUND RAISING _ PREFERENTIAL ISSUE:
During the year under review,
(i) the company has issued 49,67,302 (Forty-Nine Lakh Sixty Seven Thousand Three Hundred Two) equity shares on a preferential basis at an issue price of `38.25 aggregating to `18,99,99,301.50 to allottees under Promoter and Non-Promoter
Category. The said amount of `18,99,99,301.50 were fully received on October 22, 2024 and allotment of 49,67,302 Equity Shares was completed.
(ii) The Company has also issued 7,84,312 (Seven Lakh Eighty-Four Thousand Three Hundred Twelve) warrants convertible into equity shares within a period of 18 months from the date of allotment of Warrants, on a preferential basis at an issue price of ` 38.25 aggregating to ` 2,99,99,934/- to allottees under Promoter Category. Out of `2,99,99,934/-, an amount which is equivalent to 25% i.e. `9.5625 per Warrant aggregating to `74,99,983.50 has been received by the Company at the time of allotment of the Warrants, and the balance 75% i.e. `28.6875 of per Warrant price shall be payable to the Company at the time of issue and allotment of the equity shares upon exercise of the option attached to the relevant Warrants.
There has been no deviation in the utilization of preferential issue proceeds from the objects stated in the private placement offer cum application letter.
9. SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2025 stands at ` 13,30,69,910/- i.e. 1,33,06,991 Equity Shares of ` 10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
CHANGES TO SHARE CAPITAL:
During the year under review, the Company has allotted 49,67,302 (Forty-Nine Lakh Sixty-Seven Thousand Three Hundred Two) equity shares on a preferential basis at an issue price of `38.25 (including a premium of ` 28.25) per Equity Share, for a total consideration of ` 18,99,99,301.50.
10. SUBSIDIARY COMPANY:
The Company has a Wholly Owned Subsidiary Company in the name of "Texel Industries (Africa) Limited" (hereinafter referred as WOS). During the period under review, the Board of Directors reviewed the affairs of its WOS. In accordance with Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements of the Company and its WOS in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of the WOS in Form AOC-1 forms an integral part of this report and is annexed as Annexure – E.
11. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:
The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The said policy is available on the website of the Company viz. https://cdn.prod.website-files.com/66aba4a3fcdeb2e1f9831db2/67977a8665595be1179c31bb_Policy-for-determining-Material-Subsidiary-1.pdf
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure – A.
13. CORPORATE GOVERNANCE REPORT:
Your Company always endeavors to adhere to the highest standards of corporate governance, which are within the control of the Company. A comprehensive Report on Corporate Governance inter-alia highlighting the endeavors of the Company in ensuring transparency, integrity and accountability in its functioning has been incorporated as a separate section, forming a part of the Annual Report as Annexure B. The certificate issued by the Statutory Auditors on Compliance with Corporate Governance is annexed to the
Report on Corporate Governance.
14. ANNUAL RETURN:
Pursuant to the amendments in Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, is available on the Company's website and can be accessed at https://cdn.prod.website-files.com/66aba4a3fcdeb2e1f9831db2/68b00cda797f6b15159c809a_Annual%20Return%202024-25.pdf
15. RELATED PARTY TRANSACTIONS:
All related party transactions are placed before the Audit Committee for approval. The omnibus approval is obtained on a yearly basis for related party transactions which are of repetitive nature. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review and approval on a quarterly basis.
All the related party transactions for the year under review were in the ordinary course of business and at an arm's length basis and therefore disclosure in Form AOC-2 is not required.
No material related party transactions, were entered with related parties during the year under review.
The details of the related party transactions as per Indian Accounting Standard (Ind-As) are mentioned in Note [No. 39] in the notes to the accounts of the Financial Statements.
The Company has a ‘Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions'. The said policy is available on the website of the Company viz. https://www.geotexelin.com and can be downloaded from the weblink: https://cdn.prod. website-files.com/66aba4a3fcdeb2e1f9831db2/6836bfc66bd97f5e187690__Policy%20on%20Related%20Party%20Transactions.pdf
16. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES:
The disclosures relating to remuneration and other details 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.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
In terms of the provisions of the second proviso to Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members and others entitled thereto. If any member is interested in obtaining the above information, such member may write to the Company Secretary on email id: finance@geotexelin.com.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The Company has not granted any loans or provided any guarantees or made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review.
For details of investments made in shares of Wholly Owned Subsidiary Company (WOS), M/s. Texel Industries (Africa) Limited, please refer Note [No.3] and for loans granted to WOS, please refer Note [No.4] of the Standalone Financial Statements forming part of the Annual Report for F.Y. 2024-25.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment/ Resignation/ Regularization/Cessation during the Financial Year:
(i) Mr. Pallav Vasavada resigned from the post of Chief Financial Officer of the Company with effect from close of business hours on 13th April, 2024.
(ii) Mr. Umesh Arvindbhai Vyas (DIN: 07979266) was appointed as an Additional Independent Director of the Company with effect from 28th May, 2024.
(iii) Mr. Kirit N. Mehta (DIN: 00444837) resigned from the post of Chairman and Independent Director of the Company with effect from close of business hours on 28th May, 2024.
(iv) Mr. Parth P. Nipadhkar was appointed as Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 13th July, 2024.
(v) Ms. Avni Chouhan (DIN: 08716231) was appointed as an Additional Independent Director of the Company with effect from 13th July, 2024.
(vi) Special Resolution was passed at the AGM held on 24th August, 2024 for regularization of Mr. Umesh Arvindbhai Vyas (DIN: 07979266) for Five-year term starting from 28th May, 2024 to 27th May, 2029 and Ms. Avni Chouhan (DIN: 08716231) for Five-year term starting from 13th July, 2024 to 12th July, 2029 as Independent Directors of the company.
(vii) Ms. Jasmin N. Vhora (DIN: 07173838), Independent Director of the Company ceased to be a Director of the Company with effect from 13th February, 2025, upon completion of her second term as an Independent Director of the Company.
Retirement by rotation:
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Shailesh Ramniklal Mehta (DIN: 01457666), Chairman & Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Annual Evaluation made by the Board of its own Performance and that of its Committee and Individual Directors:
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the process for evaluation of the performance of the Directors/ Board / Committees of the Board was initiated by the Nomination and Remuneration Committee.
The Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and their independence from the management. The evaluation of the working of the Board, its committees, individual directors, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction over the evaluation process.
The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.
In the Corporate Governance Report attached to this report the manner in which the evaluation process was carried out has been explained.
19. COMMITTEES OF THE BOARD:
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and the Committees function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.
The Board of Directors of the Company have constituted the following Committees: A. Audit Committee B. Nomination & Remuneration Committee C. Stakeholders Relationship Committee D. Finance and Investment Committee E. Risk Management Committee
The Details with regards to Composition, Duties, Terms of Reference, Meetings and Attendance of Meetings of the Committees are discussed in detail and it forms a part of Corporate Governance Report annexed to the Report as Annexure B.
20. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) & Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-_
a) In the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 has been followed along with proper explanation relating to material departures;
b) the directors have 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 as at the 31st March, 2025 and of the profit and loss of the Company for financial year ended 31st March, 2025;
c) the directors have 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 have prepared the annual accounts on a going concern basis;
e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
21. AUDIT REPORTS AND AUDITORS:
A. STATUTORY AUDITORS:
M/s. Sunil Poddar & Co., Chartered Accountants (FRN: 110603W), Ahmedabad are the Statutory Auditors of the Company. M/s Sunil Poddar & Co. were appointed as Statutory Auditors of the company for the second term of five consecutive years i.e. from the F.Y. 2022-23 to F.Y. 2026-27 and shall hold office till the conclusion of 38th Annual General Meeting of the Company, subject to compliance of provisions of Companies Act, 2013.
AUDITOR'S REPORT:
• The Auditors' Report for the Financial Year ended 31st March, 2025 does not contain any qualifications, reservations or adverse remarks.
• As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.
B. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SPANJ & Associates, Company Secretaries, (Firm Registration No. P2014GJ034800), to conduct Secretarial Audit of the Company for the Financial Year 2024-25.
The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2025 forms an integral part of this report and is annexed as Annexure – C.
The Secretarial Audit Report for the Financial Year ended 31st March, 2025 does not contain any qualifications, reservations or adverse remarks.
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has recommended to the Members of the Company, the appointment of M/s. SPANJ & Associates, Company Secretaries, (Firm Registration No. P2014GJ034800), as the Secretarial Auditors 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.
C. INTERNAL AUDITORS:
The Board of Directors had appointed M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W/W-100036), as Internal Auditors of the Company for the Financial Year 2024-25.
22. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
The Statutory Auditors, the Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
23. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company for the Financial Year 2024-25.
24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure – D.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an adequate internal financial control system commensurate with the nature of its business and the size and complexity of its operations and is operating effectively with no material weakness.
During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine_ciency or inadequacy of the said internal financial control system.
27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.
28. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(the ‘Act') and Rules made thereunder, your Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.
The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year, no complaints with allegations of sexual harassment were received by the Company. The details of which are given below: (i) Number of sexual harassment complaints received during the year: Nil (ii) Number of complaints resolved during the year: Nil (iii) Number of cases pending for more than ninety days: Nil
30. MATERNITY BENEFIT ACT COMPLIANCE:
During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy ("this Policy") in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015.
This Policy has been formulated with a view to provide a mechanism / channel for employees, directors and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal / regulatory requirements or Code of Conduct for Directors and Senior Management of the Company, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage / suspected leakage of UPSI etc.
The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at the link: https://cdn.prod.website-files.com/66aba4a3fcdeb2e1f9831db2/67977a8648dbb17d41f750d5_Whistle-Blower-Policy.pdf
32. COST RECORDS:
The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2024-25 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to your Company.
33. RISK MANAGEMENT POLICY:
The Company has a robust Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.
Under the framework, the Company has laid down a Risk Management Policy ("Policy") which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting.
The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving risks associated with the Company's business which, in the opinion of the Risk Management Committee, may threaten the growth, stability and existence of the Company.
For a detailed risk management policy please refer the website link: https://cdn.prod.website-files.com/66aba4a3fcdeb2e1f9831db2/67977a8617b5b55f22f8ba60_Policy-on-Risk-Management.pdf
34. ACCREDITATIONS AND RECOGNITIONS:
Your Company has received the following accreditations and recognitions:
1. ISO 9001:2015 (Quality Management System Standard)
2. ISO 14001:2015 (The Environmental Management System Standard)
3. ISO45001:2018 (The Occupational Health &Safety Management System Standard)
4. 1st Company in India to obtain ISI license for marking under IS: 15351
5. Carries ISI mark as per BIS standard IS 15351:2015 for Agro Textiles Laminated High Density Polyethylene (HDPE) woven geomembrane for water proof lining.
6. Carries ISI mark as per BIS standard IS 7903:2017 for Textiles Tarpaulins made from High Density Polyethylene (HDPE) woven fabric.
7. Carries ISI mark as per BIS standard IS 15907:2010 for Agro Textiles High Density Polyethylene (HDPE) woven beds for vermiculture.
8. Carries ISI mark as per BIS standard IS 17374:2020 for Geosynthetics — Reinforced HDPE Membrane for E_uents and Chemical Resistance Lining.
35. ENVIRONMENT AND SAFETY:
A. Health & Safety: The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
B. Environment: The Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and Pollution Control Norms as per Gujarat Pollution Control Board guideline is of high concern to the Company.
36. LISTING FEES:
The Company's Equity Shares are listed with Bombay Stock Exchange (BSE). The Company has paid Listing Fees for the financial year 2025-26 to BSE within the prescribed time period.
37. SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards with respect to ‘Meetings of the Board of Directors (SS-1)and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
38. OTHER DISCLOSURES: a.) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year. b.) There was no instance of onetime settlement with any Bank or Financial Institution.
39. APPRECIATION:
The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year.
The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.