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Company Information

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CEDAAR TEXTILE LTD.

19 December 2025 | 12:00

Industry >> Textiles - Spinning - Cotton Blended

Select Another Company

ISIN No INE11J101017 BSE Code / NSE Code / Book Value (Rs.) 46.87 Face Value 10.00
Bookclosure 52Week High 136 EPS 8.67 P/E 8.49
Market Cap. 102.22 Cr. 52Week Low 60 P/BV / Div Yield (%) 1.57 / 0.00 Market Lot 1,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

1. COMPANY OVERVIEW AND STATE OF AFFAIRS

Cedaar Textile Limited is engaged in business of manufacturing and selling of wide variety of
textile products including raw white yarns, melange yarns, solid top dyed yarns and grey fancy
yarns in cotton, polyester, acrylic, viscose, tencel, modal, and other fibers. The Company
engages in the manufacturing of Quality Melange Yarn for use in the household textile, woven
goods, and hosiery.

All Yarns are being offered with sustainability as the prime focus, in 100% Organic, Recycle
Fibers (Polyester & Cotton) for a Green Environment and Conservation of natural resources.
The
Company's Objective is to cater the Top Line Customers Overseas and in India, who
produce Garments for renowned Fashion Brands.

2. FINANCIAL PERFORMANCE AND HIGHLIGHTS

FINANCIAL RESULTS Amount (in Rs. Lakhs)

Particulars

2024-25

2023-24

Revenue from Operations

20,786.87

18,928.62

Other Income

146.68

148.96

Total Income

20,933.55

19,077.58

Total Expenses

19,303.49

17,562.80

Profit/(Loss) for the year before Tax and
exceptional and extra ordinary items

1 ,630.06

1,514.78

Less: Exceptional and Extra Ordinary Items

NIL

(20.75)

Profit/ (Loss) before Tax

1,630.06

1,535.53

Less: Current Tax

307.35

312.55

Less: Deferred Tax

118.83

9.25

Less: Tax related to last year

NIL

4.11

Profit/ (Loss) after Tax

1,203.88

1,209.62

HIGHLIGHTS

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

3. CHANGE IN NATURE OF BUSINESS, IF ANY

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

4. TRANSFER TO RESERVES

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

5. DIVIDEND

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

6. TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

During the year under review, there were no amounts of unclaimed or unpaid dividend
required to be transferred by the Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government. Accordingly, no such transfer was made during
the financial year

7. SHARE CAPITAL

During the financial year under review, the authorized share capital of the Company was
increased
from Rs. 8,25,00,000 to Rs.15,00,00,000 vide members resolution passed in Extra¬
Ordinary General meeting held on 30.04.2024

The issued, subscribed and paid-up share capital of the Company was increased from Rs.
7,50,00,000 to Rs.9,52,86,000 pursuant to issue of equity shares on 30.09.2024 in accordance
with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

As on 31st March, 2025 your Company's Authorized Capital stands at 1,50,00,000 (One crore
fifty lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and Paid-Up Capital stands at 95,28,600
(Ninety five lakh twenty eight thousand six hundred) Equity Shares of Rs. 10/- (Rupees Ten)
each.

Further, it is hereby declared that the Company has:

a. not issued equity shares with differential rights as to dividend, voting or otherwise;

b. not issued any sweat equity shares;

c. not issued employee stock option scheme/plan or exercised any option(s)there under; and

d. not provided money for purchase of its own shares by employees or by trustees for the
benefit of employees.

Between the end of the financial year of the Company to which financial statements relate and
the date of the report, the Company raised Rs. 6090 lakhs by
issuing 43,50,000 fresh Equity
Shares at an issue price of Rs. 140
/- per share, which included a premium of Rs.130/- per
share
through SME IPO. The issued, subscribed and paid-up share capital of the Company
increased from Rs. 9,52,86,000 to Rs. 13,87,86,000 pursuant to fresh issue of equity shares
through SME IPO in accordance with the applicable provisions of the Companies Act, 2013 and
rules made thereunder.

8. ANNUAL RETURN

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

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

All contracts/arrangements/transactions entered into by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length basis,
in compliance with the provisions of Section 188 of the Companies Act, 2013 and applicable
rules.

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

10. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

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

11. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Your Company has not accepted deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there
were no remaining unclaimed deposits as on 31st March, 2025. Further, the Company has not
accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies
Act, 2013 and the Rules made there under

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF THIS REPORT

Subsequent to the end of the financial year, there has been a material development affecting
the financial position of the Company. The Company received approval from the National Stock
Exchange of India Limited (NSE) for the listing of its equity shares under the SME IPO on the
NSE Emerge Platform. The equity shares of Cedaar Textile Limited got listed w.ef. 7th July, 2025.

This transition to a publicly listed SME entity is a significant milestone that is expected to
enhance the Company's visibility in financial markets, improve access to capital, and
strengthen its corporate governance and compliance framework.

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

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI (LODR) Regulation, 2015, the
Management Discussion and Analysis Report is presented in a separate section forming part of
this Annual Report.

14. CORPORATE GOVERNANCE

The Company is listed on the NSE Emerge and exempted from provisions of corporate
governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Hence, no Corporate Governance Report is required to be disclosed with
Annual Report. It is pertinent to mention that your Company is committed to maintaining the
highest standards of Corporate Governance.

15. DIRECTORS RESPONSIBILTY STATEMENT

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

(a) In the preparation of the annual accounts for the year ended on 31st March, 2025,
the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;

(c) They 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) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively; and

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

16. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

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

17. DECLARATION BY DIRECTOR(S)

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

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. Composition of Board of Directors

The Board of Directors of Company comprises a total of 8 (Eight) Directors including 4
(four) Independent Directors as on 31.03.2025.

The members of the Board have varied experience in the various fields of business and
administration, ultimately creating a synergy and uplifting the overall performance of the
Company, while playing a significant role in policy formulation and decision-making process
and also, providing guidance to the executive management to discharge their functions
effectively.

Sr

DIN

Name of Director

Designation

Category

1.

08702551

Rajesh Mittal

Managing Director

Promoter

2.

08702573

Virender Goyal

Executive Director

Promoter

3.

00205392

Monnappa Nachappa Bachangada

Non-Executive

Promoter

4.

00205250

Bachangada Monnappa Saraswathi

Non-Executive

Promoter

5.

00694714

Kamta Nath Pandey

Non-Executive

Independent

6.

09636972

Yogendra Kumar Singhal

Non-Executive

Independent

7.

05155631

Rajesh Bansal

Non-Executive

Independent

8.

00878512

Vinay Aggarwal

Non-Executive

Independent

B. Changes in Directors

DIN

Name of Director

Date

Nature of Change

00694714

Kamta Nath Pandey

11.09.2024

Appointment as Additional
Director

As Non-Executive Independent
Director

09636972

Yogendra Kumar Singhal

11.09.2024

Appointment as Additional
Director

As Non-Executive Independent
Director

05155631

Rajesh Bansal

11.09.2024

Appointment as Additional
Director

As Non-Executive Independent
Director

00410434

Yatish Chandra Gupta

11.09.2024

Appointment as Additional
Director

As Non-Executive Independent
Director

08702551

Rajesh Mittal

30.09.2024

Change in designation

Director to Managing Director

00205392

Monnappa Nachappa
Bachangada

30.09.2024

Change in designation

Executive to Non- Executive
Director

00205250

Bachangada Monnappa
Saraswathi

30.09.2024

Change in designation

Executive to Non- Executive
Director

00694714

Kamta NathPandey

30.09.2024

Change in designation

As Non-Executive Independent
Director

09636972

Yogendra Kumar Singhal

30.09.2024

Change in designation

As Non-Executive Independent
Director

05155631

Rajesh Bansal

30.09.2024

Change in designation

As Non-Executive Independent
Director

00410434

Yatish Chandra Gupta

30.09.2024

Change in designation

As Non-Executive Independent
Director

00410434

Yatish Chandra Gupta

24.03.2025

Cessation

As Non-Executive Independent
Director

00878512

Vinay Aggarwal

27.03.2025

Appointment as Additional
Director

As Non-Executive Independent
Director

C. Directors seeking appointment/re-appointment at the ensuing Annual General

Meeting

In the ensuing AGM, the Board of Directors is proposing the following appointment/re-

appointment as set out in the notice of AGM:

• Mrs. Bachangada Monnappa Saraswathi (DIN: 00205250) Non-Executive Director of
the company, is liable to retire by rotation and being eligible offers herself for re¬
appointment;

• Mr Vinay Aggarwal (DIN: 00878512) appointed as an Additional Director by the Board
of Directors w.e.f. 27.03.2025 is proposed to be regularized as Non-Executive,
Independent Director, who shall not be liable to retire by rotation.

• Mr Jay Prakash Singh (DIN: 11328640) appointed as an Additional Director by the
Board of Directors w.e.f. 22.10.2025 is proposed to be regularized as Executive, Non-
Promoter/Professional Director, who shall be liable to retire by rotation.

D. Key Managerial Personnel (KMP)

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

S. No.

PAN

Name of KMP

Designation

1.

AEFPG6425A

Virender Goyal

Chief Financial Officer (CFO)

2.

BCCPP8350B

Neha Parbhakar Rawat

Company Secretary

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

19. ANNUAL ECALUATION OF BOARD OF ITS PERFORMANCE, OF ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Company has established a framework for performance evaluation in line with applicable
regulatory provisions and in compliance with the Act and the performance evaluation of the
Board and its Committees were carried out during the year under review.

The evaluation was made in the overall context of the effectiveness of the Board and the
respective Committees in providing guidance to the operating management of the Company,
level of attendance in the Board/Committee meetings, constructive participation in the
discussion on the agenda items, effective discharge of the functions and roles of the Board/
Committees.

The evaluation framework for assessing the performance of directors comprises of the
following key areas:

(a) For Independent Directors:

o Knowledge and Skills
o Professional conduct
o Duties, Role and functions

(b) For Executive Director:

o Performance as Team Leader / Member

o Evaluating Business Opportunity and analysis of Risk Reward Scenarios
o Key Set Goals and Achievements
o Professional Conduct and Integrity
o Sharing of Information with the Board

The evaluation involves self-evaluation by the Board Member and subsequently assessment by
the Board of directors. A member of the Board will not participate in the discussion of his/her
evaluation.

20. COMMITTEES OF THE BOARD

The Company has following 3 (three) Committees as follows:

A. Audit Committee

The Audit Committee of the Company was constituted ('Audit Committee”), as per the
applicable provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, by Board of
Directors of Company in their meeting held on September 11, 2024 and reconstituted on
March 27, 2025.

The Committee meeting was held once on 05.12.2024

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

Name of Director

Designation of
Committee

Nature of Directorship

Yogendra Kumar Singhal

Chairman

Non-Executive & Independent
Director

Rajesh Bansal

Member

Non-Executive & Independent
Director

Kamta Nath Pandey

Member

Non-Executive & Independent
Director

Rajesh Mittal

Member

Managing Director

The Company Secretary served as the Secretary to the Committee.

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

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted (“NRC
Committee”), as per the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing obligation and Disclosure Requirements) Regulations,
2015, by Board of Directors of Company in their meeting held on September 11, 2024 and
reconstituted on March 27, 2025.

The Committee meeting was held twice on 04.10.2024 and 27.03.2025

The composition of the Nomination and Remuneration Committee as at 31.03.2025 are
given hereunder:

Name of Director

Designation of
Committee

Nature of Directorship

Rajesh Bansal

Chairman

Non-Executive & Independent
Director

Yogendra Kumar Singhal

Member

Non-Executive & Independent
Director

Kamta Nath Pandey

Member

Non-Executive & Independent
Director

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

]. Stakeholders' Relationship Committee

Our Company has constituted a Stakeholders Relationship Committee to redress the
complaints of the shareholders. The Stakeholders Relationship Committee was
constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and
Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
vide resolution passed at the meeting of the Board of Directors held on September 11,
2024 and reconstituted on March 27, 2025.

The table below highlights the composition and attendance of the members of the
Committee as on March 31, 2025

Name of Director

Designation of
Committee

Nature of Directorship

Rajesh Bansal

Chairman

Non-Executive & Independent Director

Yogendra Kumar Singhal

Member

Non-Executive & Independent Director

Kamta Nath Pandey

Member

Non-Executive & Independent Director

Virender Goyal

Member

Executive Director

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

During the year under review the Company received no complaints from the shareholders.
Thus, no complaint of the shareholders was pending as on 31.03.2025.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND GENERAL MEETINGS
A. Board of Directors Meetings

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

S. No

Date of Meeting

No. of eligible Directors

No. of Directors Present

1.

25.04.2024

4

4

2.

06.07.2024

4

4

3.

11.09.2024

8

8

4.

30.09.2024

8

8

5.

04.10.2024

8

8

6.

14.10.2024

8

8

7.

05.12.2024

8

8

8.

25.03.2025

8

8

9.

27.03.2025

7

6

B. Number of General Meeting

S. No

Date of Meeting

Type of Meeting

Members entitled
to attend the
meeting

No. of

members

Present

1.

30.04.2024

Extra-Ordinary
General Meeting

4

3

2.

30.09.2024

Annual General
Meeting

4

4

22. SECRETARIAL STANDARDS

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

23. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act,
2013, a separate meeting of the Independent Directors of the Company was held on 25th March,
2025 to review, among other things, the performance of non-independent directors and the
Board as whole. The Independent Directors also reviewed the quality, content and timeliness
of the flow of information between Management and the Board and its' Committees which is
necessary to effectively and reasonably perform and discharge their duties.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Policy is formulated to provide opportunity to employees and directors to report to
management concerns about unethical behaviour, actual or suspended fraud or violation of the
Code of Conduct or policy. The mechanism provides for adequate safeguards against
victimization of employees and directors who express their concerns and provides for direct
access to Chairman/ Chairman of the Audit Committee in exceptional cases.

The policy is applicable to all employees and directors of the Company. Whistle Blower Policy
is available on the following link:
https://cedaartextile.com/policies/

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure-A''.

26. AUDITORS

A. Statutory Auditors

Members of the Company at their 4th Annual General Meeting held on 30th September,
2024, appointed
M/s Kapish Jain & Associates, Chartered Accountants, Ludhiana (FRN:
022743N), as Statutory Auditors of the Company for a period of consecutive five years in
terms of provisions of Section 139 of the Company Act, 2013 to conduct the statutory audit
of the company for the period from 01.04.2024 to 31.03.2029.

Report submitted by the Statutory Auditors for the financial year ended 31.03.2025 was
self-explanatory in nature, thus no explanations or comments required by the Board under
section 134(3)(f) of the Companies Act, 2013.

Further, appointed M/s Kapish Jain & Associates resigned as Statutory Auditors of
Company w.e.f. 15.10.2025 whereby the Board of Directors of the Company in their
meeting held on 22.10.2025 recommends appointment of
M/s Raj Mittal & Associates,
Chartered Accountants (FRN: 012468N)
in the ensuing Annual General Meeting for a
period of 5 consecutive Financial years from 2025-26 to 2029-30.

B. Secretarial Audit

During the financial 2024-25, M/s. P.S. Bathla & Associates, Practising Company
Secretaries were appointed as Secretarial Auditors of the Company. The Report submitted
by the Secretarial Auditors for the financial year ended 31.03.2025 in form MR-3 is
attached herewith as separate
Annexure with this report.

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

C. Cost Auditor

M/s Hari Govind Singh & Co., Cost and Management Accountants (Firm Registration No.
006762) was appointed as Cost Auditors by the Board of Directors in their meeting held
on 11.09.2024 to conduct the cost audit for the financial year 2024-25 in compliance to
the provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Rules, 2014. Cost Auditor has submitted its report for the financial
year 2024-25.

D. Internal Auditor

M/s IG & Co, Chartered Accountant has been appointed as an Internal Auditor to conduct
internal audit of the functions and activities of the Company and maintain internal control
systems of the Company
.

27. BOARD'S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR
DISCLAIMER MADE BY:

• Statutory Auditors:- Audit Report given by the Statutory Auditors for the financial year
under review is self-explanatory thus no comments required from the board in this regard.

• Cost Auditors: Cost Audit Report given by the Cost Auditors for the financial year under
review is self-explanatory, hence no comments have been given by the board in this regard.

• Secretarial Auditors: Secretarial Audit Report given by the Statutory Auditors for the
financial year under review is without any qualifications, therefore no comments given by
the board in this regard.

28. DETAILS OF FRAUD REPORT BY AUDITOR

During the year under review, no frauds were reported by the auditors to the Audit Committee
or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

29. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, none of the Directors of the Company were in receipt of
remuneration exceeding the limits as prescribed under the provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as
required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as
"Annexure-B" to this Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company has
formed a CSR Policy and the same has been uploaded on the Company's Website:
//https://cedaartextile.com/csr/

For the financial year 2024-2025, the Company was required to spend an amount of Rs.15.75
lakhs towards CSR. During the year under review, an amount of Rs.1.25 lakhs was available for
set off towards CSR obligation as it was over spent during the F.Y. 2023-24.

The balance unspent amount of Rs.14.50 lakhs, which does not relate to any ongoing project,
could not be spent during the year due to the time taken in identification and finalization of
suitable projects and implementation partners.

The Annual Report on CSR activities as required to be given under Section 135 of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is provided in
"Annexure-C" which is annexed hereto and forms part of the
Board's Report.

31. INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

Your Company's internal control system is commensurate with its scale of operations designed
to effectively control the operations. The internal control systems are designed to ensure that
the financial and other records are reliable for the preparation of financial statements and for
maintaining assets. We have documented policies and procedures covering all financial and
operating functions. These controls have been designed to provide a reasonable assurance
regarding maintaining proper accounting controls for ensuring reliability of financial
reporting, monitoring of operations, and protecting assets from unauthorized use or losses,
compliances with regulations.

32. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

33. RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the
Company's businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and
key risks will now be managed within a unitary framework.

The Process of Risk Management include following steps:

a) Risk Identification and Impact Assessment

b) Risk Evaluation

c) Risk Reporting and Disclosures

d) Risk Mitigating and Monitoring

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

There were no significant and material orders passed by the regulators or courts or tribunals,
which would impact the going concern status and the Company's operations in the future.

35. INITIAL PUBLIC OFFER AND LISTING

After the closure of Financial Year under review, the Company vide the letter dated 04th July,
2025 has received the approval of National Stock Exchange for Listing of Equity Shares of
Cedaar Textile Limited (SME IPO). The equity shares of the Company got listed on the NSE
Emerge Platform (the SME Platform of the National Stock Exchange of India Limited) w.e.f. 07th
July 2025.

With this, your Company has transitioned into a SME Listed Company, enhancing its visibility
in the financial markets, strengthening its corporate governance practices, and paving the way
for greater transparency and access to capital.

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

The Company has zero tolerance towards any form of sexual harassment and is committed to
providing a safe and conducive work environment for all its employees. The Company has in
place a policy on prevention, prohibition, and redressal of sexual harassment at workplace in
accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints
Committee (ICC) has been constituted to redress complaints received regarding sexual
harassment.

During the financial year 2024-25, the following are the details of complaints received and
disposed of under the Act:

• Number of complaints of Sexual harassment received during the year: NIL

• Number of complaints disposed of during the year: NIL

• Number of complaints pending for more than 90 days: NIL

37. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. The statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such as
nursing breaks and flexible return-to-work options, as applicable has been extended to all the
eligible women employees. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.

38. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under the review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.

39. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the year under the review, there was no incidence occurred related to one-time
settlement of loans taken from banks and financial institutions.

40. ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. Your Directors
sincerely convey their appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their continued support. Your Board of
Directors would like to convey their sincere appreciation for the wholehearted support and

contributions made by all the employees at all levels of the Company for their hard work,
solidarity, cooperation and dedication during the year.

By Order of the Board
For CEDAAR TEXTILE LIMITED

Sd/- Sd/-

(Virender Goyal) (Rajesh Mittal)

Place: Akbarpur Channa Director Managing Director

Date: 23.10.2025 DIN: 08702573 DIN: 08702551