Fiberweb (India) Ltd

Dear Shareholders,

The Board of Directors (“the Board”) of Fiberweb (India) Limited (“the Company”) is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March, 2025 (“financial year under review” or “financial year 2024-25”).

This report is in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”) the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

(' In Lakhs)

Particulars	2024-2025	2023-2024
	Standalone	Standalone
Net Sales	10129.44	8599.66
Other Income	169.61	89.58
Total Income	10299.04	8689.24
Expenses
Operating Expenditure	5525.20	4731.21
Changes in inventories of finished goods and work-in-process and stock-intrade	(161.70)	(121.14)
Employee benefits expenses	412.64	448.94
Depreciation and amortization expense	480.99	399.11
Finance Cost	71.45	101.65
Other expenses	2276.72	2393.37
Profit / (loss) from operations before extra-ordinary items and tax	1693.74	736.10
Extraordinary Items	-	-
Profit/(loss) after Extraordinary Items and before tax	1693.74	736.10
Tax Expense: Current Tax	210.10	2.14
Deferred tax (credit) /charge	(16.76)	5.82
lncome-Tax of Earlier Year	(0.05)	1.18
Net Profit / (loss) for the period	1500.45	726.94

BUSINESS OUTLOOK:

The outlook for the technical textile industry remains strong, driven by rising demand across key sectors such as healthcare, automotive, construction, defense, and environmental protection. As a leading player in this industry, the company is well-positioned to capitalize on emerging opportunities through innovation, diversification, and strategic growth.

Industry Trends and Growth Drivers

• I ncreased Application Across Sectors: The versatility of technical textiles continues to expand their applications?from protective clothing and geotextiles to filtration, medical, and automotive components.

• Sustainability and Eco-friendly Materials: Growing environmental awareness and regulatory compliance are accelerating demand for biodegradable, recyclable, and energy-efficient textile solutions.

• Infrastructure Development: Government investments in infrastructure and smart cities are fueling demand for geotextiles and construction-related technical fabrics.

• Healthcare and Hygiene Products: Post-pandemic health consciousness and the rise of medical textiles have opened new avenues for growth in disposable hygiene and antimicrobial fabrics.

Strategic Focus Areas

To sustain momentum and build competitive advantage, the company will focus on:

• Product Innovation: Continued investment in R&D to develop high-performance, sustainable, and customized textile solutions tailored to specific industrial applications.

• Capacity Expansion: Strengthening production capabilities to meet growing domestic and international demand.

• Market Diversification: Exploring new export markets and expanding customer base across high-growth sectors.

• Sustainability Initiatives: Scaling adoption of eco-friendly raw materials, energy-efficient processes, and circular economy practices.

Risk Factors and Mitigation

While the growth prospects are promising, the company is mindful of key challenges such as:

• Volatility in raw material prices, particularly petroleum-based inputs.

• Global trade uncertainties and supply chain disruptions.

• Rising regulatory standards, especially concerning sustainability and product safety.

To address these, the company is implementing robust procurement strategies, diversifying supplier networks, and aligning operations with global environmental and safety benchmarks.

The company is undergoing the Spunlace project (Biodegradable) of '160.50 Crores. The project will become commercial and production will start by October, 2026. This project will over smart top line by nearly Rs 200 Crores with high profitability.

The company has delivered a significantly improved financial performance for the year under review. Profit after tax (PAT) has shown a substantial increase compared to the previous financial year, reflecting the successful execution of our strategic initiatives, efficient cost management, and robust demand across key product segments.

The Profit for the year ending 31.03.2025 is '1693.74 Lacs as against profit of ' 736.10 Lacs in previous year. Net Profit after Tax is Rs 1500.45 Lacs against profit of ' 726.96 Lacs in previous year.

In view of the above facts, the earning per share of the face value of shares Rs 10.00 each has gone up to ' 5.21 per share, from '2.52 per share, last year.

CONCLUSION:

With its strong technical capabilities, customer-centric approach, and commitment to sustainability, the company is confident in its ability to deliver value to stakeholders and maintain its leadership position in the technical textile industry. The coming year is expected to offer new opportunities for expansion, innovation, and enhanced operational performance.

ACCOUNTING METHOD:

The Annual Audited Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (“the Act”) and are prepared in accordance with the Indian Accounting Standards (“Ind AS”) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”). The Annual Audited Standalone Financial Statements of the Company are prepared on a going-concern basis.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.

PUBLICATION AND ACCESS TO THE FINANCIAL STATEMENTS AND RESULTS:

The Company publishes its Unaudited Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company.

In accordance with Section 136 of the Act, the Annual Audited Standalone Financial Statements of Company, Financial Statements of the subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https:www.fiberwebindia.com

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred after the closure of the Financial Year 2024-2025 till the date of this Report, which would affect the financial position of your Company.

SUBSIDIARY OF THE COMPANY:

The Company does not have any Subsidiary as on 31st March, 2025.

The preparation of consolidated financial statement is not applicable to the company as there is no subsidiary. DIVIDEND:

The Board of Directors after considering various factors including expansion planned for Spunlace Project and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March, 2025.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31,2025.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2025 was Rs 28,79,17,100 divided into 2,87,91,710 Equity shares having face value of Rs 10 each. During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.

HEALTH, SAFETY AND ENVIRONMENT:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

All Plant sites of the Company are environment regulations compliant.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

The Company constantly takes effective steps to attain energy conservation.

The Company does not employ any foreign technology which needs absorption or adaptation.

Relevant figures of foreign exchange earnings and outgo are given in notes to accounts paragraph annexed to the financial statements.

SEGMENT REPORTING:

Your Company's main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Ind AS 108 - Operating Segments (Accounting Standards 17) is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2025.

INTERNAL FINANCIAL CONTROLS:

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls. The Internal Audit department audits these systems and controls, with their findings and recommendations being reviewed by the Audit Committee, which oversees their implementation.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company's internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2024-25.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. A Report on Corporate Governance along with a Certificate from Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of the Integrated Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2024-25. A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company's Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company continues to follow all the statutory requirements and guidelines in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder. The Internal Complaints Committee is established in accordance with the statutory requirements, in respect of all establishments of the Company. In case of any complaints/grievances, employees are advised to approach the Internal Complaints Committee and appropriate action in this regard is initiated postdetailed review of the matter.

The Company has Zero Tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. The Committee have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of committee under the Act.

The details of complaints relating to sexual harassment received and disposed of during the financial year 20242025 are as follows:

Number of complaints of sexual harassment received	NIL
Number of complaints disposed of during the year	NIL
Number of complaints pending for more than 90 days	NIL

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Act provides for maternity leave, medical bonus, and other benefits to female employees.

During the financial year 2024-2025, the Company ensured that:

• All eligible women employees were granted maternity leave and benefits as prescribed under the Act.

• No discrimination was made against women employees on grounds of maternity.

The Company remains committed to promoting a gender-inclusive and supportive workplace by ensuring full compliance with all provisions related to maternity benefits.

AUDITORS:

STATUTORY AUDITORS AND AUDITORS' REPORT:

M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/ W100760) were appointed as the Statutory Auditors of the Company to hold office for the second term of 5 years from the conclusion of 39th Annual General Meeting held in the year 2024 till the conclusion of the 44th Annual General Meeting to be held in the year 2029.

Unmodified Statutory Auditors' Report:

The Statutory Auditors' Reports on the Annual Audited Financial Statements for the financial year 2024-25 forms part of the Integrated Annual Report and is unmodified i.e., it does not contain any qualification, reservation, or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

M/s. Ritesh Sharma & Associates, Practicing Company Secretaries is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations for the financial year 2024-25. M/s. Ritesh Sharma & Associates holds a valid peer review certificate issued by the Institute of Company Secretaries of India.

Further, pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of

Directors of the Company at its meeting held on 29th May, 2025 has approved and recommended to the Members for their approval at the ensuing Annual General Meeting, the re-appointment of M/s. Ritesh Sharma & Associates, a peer-reviewed firm of Company Secretaries (Firm Registration No. 20742) as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from 1 April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company.

Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report

The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2025 are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.

The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2025 is annexed to this Boards' Report as Annexure III to this Board's Report and forms part of the Integrated Annual Report.

The Annual Secretarial Compliance Report for the financial year ended 31 March 2025 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI Master circular reference No. SEBI/HO/ CFD/

PoD2/CIR/P/0155 dated 11 November 2024 is annexed to the Report on Corporate Governance and forms part of the Integrated Annual Report.

The Annual Secretarial Compliance Report is also uploaded on the website of the Company and can be accessed at the weblink: www.fiberwebindia.com

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: FIBERWEB) and BSE Limited (Scrip Code: 507910), where its securities are listed.

KEY MANAGERIAL PERSONNEL:

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Rajesh Shukla - Executive Director and Chief Executive Officer

(b) Mr. Mukesh Pandya - Chief Financial Officer

(c) Ms. Krutika Shah (Gada) - Company Secretary

DIRECTORS:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, NonExecutive and Independent Directors.

The Board of Directors comprises of Nine Members, consisting of Three Non-Executive & Non-Independent Directors, Five Non-Executive & Independent Directors and One Executive Director.

RETIREMENT BY ROTATION:

In terms of Section 152 of the Act, Mr. Bhavesh P Sheth and Mrs. Soniya P Sheth retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for their reappointment.

Mr. Bhavesh P Sheth and Mrs. Soniya P Sheth has consented to act as a director and are not disqualified from being re-appointed as Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. They are not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. They are not related to any Key Managerial Personnel of the Company.

During the year, there is no other change in composition of board of directors of the company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, The Independent Directors of the Company have confirmed that they are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA.

The Board of the Company, after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are independent of the Management of the Company.

PERFORMANCE EVALUATION

The performance was evaluated basis feedback for each of the evaluations sought by way of structure and comprehensive questionnaires. The performance evaluation parameters covers various attributes/functioning of the Board such as diversity and adequacy of the composition of the Board and its Committees, setting corporate culture and values, execution and performance of specific duties, Board's functioning such as Board effectiveness, Board meetings, quantity and timeliness of flow of information between the Board Members and the management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, effectiveness of the Corporate Governance practices etc. based on the criteria approved by the NRC. The evaluators are also encouraged to provide qualitative feedback and comments as part of the evaluation.

During the financial year under review, to further enhance the Board effectiveness, the NRC of the Company reviewed the questionnaire on performance evaluation.

All Directors of the Company as on 31 March 2025 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.

The evaluation exercise for the financial year 2024-25 inter alia, concluded that Independent Directors appointed on the Board fulfills the criteria of Independence as set out in the SEBI Listing Regulations and the Act, the Board conducts its affairs effectively and has the right mix of background, capabilities, competencies, qualifications, experiences and time to serve the Company and the Board operates in a cohesive atmosphere of openness and trust. Suggestions provided to further enhance the Board's effectiveness by organising sessions with industry/ functional experts and sessions on knowledge sharing and better networking, have been noted and taken up for implementation. Other suggestions from previous evaluations were implemented by the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Company's values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) and 134(5) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

? That in the preparation of the accounts for the financial period ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

? That the Directors 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 profit of the Company for the period under review;

? That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? That the Directors have prepared the annual accounts for the financial period ended 31st March, 2025 on a 'going concern' basis.

? The Directors 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

? The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013.

A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning (“Appointment and Remuneration Policy”) is adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors, KMPs, Senior Management and other employees of the Company.

Policy on Remuneration

Remuneration to Directors

The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Members and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

? There has never been union since incorporation and is not likely to be there in view of cordial relation with workers. As such the Board felt that there is no need to form policy for unionized workers.

? Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

BOARD MEETINGS:

During the Financial Year ended 31st March 2025, five Board Meetings were held on the following dates: 21st May, 2024, 12th August, 2024, 05th November, 2024, 03rd December, 2024 and 10th February, 2025. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

ANNUAL GENERAL MEETING (AGM):

The 39th AGM of the Company was held on Friday, 27th September, 2024 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210 to discuss the business as stated in the AGM Notice.

The 40th AGM of the Company was held on Thursday, 25th September, 2025 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210 to discuss the business as stated in the AGM Notice.

MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board usually meet once in the start of financial year, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2025, the Committee comprises of three Directors viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Chidamber A Rege (Member) and Mrs. Soniya P Sheth (Member). However, the Committee was reconstituted by the board at its meeting held on 29th May, 2025 viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Dhrupal Shah (Member) and Mr. Rajesh U Shukla (Member)

Two third of the Members of the Committee are Non-Executive Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All members of the Audit Committee are financially literate and possess accounting and financial management knowledge. The details of the same are provided in the Corporate Governance Report.

All the recommendations of the Audit Committee were accepted by the Board.

Other Board Committees

Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, meetings held, attendance of the Members at the Committee Meetings are provided in the Report on Corporate Governance which forms part of the Integrated Annual Report.

The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: www.fiberwebindia.com

CODE OF CONDUCT:

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2025.

SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All Related Party Transactions entered into by the Company, during the financial year under review, were in the ordinary course of business and on arms' length basis, pre-approved by the Audit Committee, comprising of only Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.

Prior omnibus approval of the Audit Committee is obtained for transactions of the Company with related parties which are repetitive in nature.

A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.

On announcement of half-yearly financial results, details of all related party transactions entered into by the Company are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https://fiberwebindia.com/.

Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the notes to the Standalone and Consolidated Financial Statements, respectively forming part of the Integrated Annual Report.

The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure VI, which forms part of this Boards' Report.

The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company's website at www.fiberwebindia.com

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

The details of the loans, guarantees or investments covered under Section 186 of the Act, forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Other Disclosures: The Board hereby states that no disclosure and/or reporting and/or details is required, in respect of the following matters, as there were no transactions on these matters and/or instances/requirement/ applicability, during the year under review:

• There were no Deposits covered under Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

• No significant or material orders were passed by the Regulators or Courts or Tribunals, impacting the going concern status of your Company and its operations in future.

• There was no revision in the financial statements.

• Maintenance of cost records in terms of Section 148 of the Act is not applicable to your Company.

• No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which the financial statements relate and the date of this report, unless otherwise stated in the report.

RISK MANAGEMENT:

The Company has laid down a well-defined risk management policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

The constitution of Risk Management Committee is not mandatory for your Company as per provisions of Regulation of 21 of LODR is applicable to the Top 1000 listed entities.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ‘Annexure I'.

In terms of provisions of 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, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

We believe that while driving the growth and success of our business remains a key priority, our broader mission can only be realized through a deep commitment to the communities in which we operate. We recognize that sustainable progress is rooted in empowering and uplifting the people around us. To that end, our approach to community development involves the implementation of long-term, strategic initiatives aimed at creating a resilient and supportive ecosystem that enables inclusive and sustained community growth.

Your Board has constituted the CSR Committee, which performs the functions as mandated under the Act and the Rules framed thereunder. The composition of the CSR Committee is detailed in the Corporate Governance Report.

As per the Companies Act, 2013, as prescribed companies are required to spend at least 2% of their average net profits for three immediately preceding financial years

Pursuant to the provisions of Section 135 of the Act and Schedule VII thereto read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the prescribed CSR expenditure for the FY 2024-25 was Rs 13.75 Lakhs.

Accordingly, your Company has spent 19.51 Lakhs towards the CSR activities during FY 2024-2025. Your Company utilized the funds of '19.51 Lakhs which is more than mandated for CSR expenditure during FY 202425 in selected projects/initiatives, details for which are available in the CSR Report FY 2024-25.

Details about the CSR policy are available on our website www.fiberwebindia.com. The report on the CSR activities of your Company is appended as “Annexure II” to the Directors' Report.

ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.fiberwebindia.com.

DEPOSITORY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2025, about 96.13% shareholding representing 2,76,77,736 Equity Shares of the Company has been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:

During the year there were inter-se transfer of shares among promoters which was carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.The following are the details

1. 20,00,000 Equity Shares representing 6.95% of the total capital were transferred from Mr. Pravin V. Sheth to Mr. Bhavesh P. Sheth - Promoters on 27.06.2024.

The inter-se transfer of shares is pursuant to Regulation 10(1)(a)(i) of the SEBI (SAST) Regulation, 2011 by way of Gift of shares amongst immediate relatives, also the promoters of Fiberweb (India) Limited.

CEO AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2025. Their Certificate is annexed to this Directors' Report.

OTHER DISCLOSURES:

1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

2. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

		For and on behalf of the Board
	Soniya P. Sheth	Pravin V. Sheth
Place: Mumbai	Director	Director
Date: 14th August, 2025	DIN: 02658794	DIN:00138797