Your Directors are delighted to present their 43^rd Annual Report of the Company for the financial
year 2024-25 along with the audited accounts for the financial year ended March 31, 2025

FINANCIAL PERFORMANCE:

DIVIDEND:

On account of the accumulated losses, your Directors do not recommend any dividend for the
year ended 31^st March, 2025.

TRANSFER TO RESERVES:

The Directors of the company didn’t transfer any amount to its reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since the Company has not declared any dividends, there is no unclaimed dividend to be
transferred to Investor Education and Protection Fund.

LISTING OF EQUITY SHARES

Your Company’s equity shares are listed on Bombay Stock Exchange (BSE Limited), Phirozee
Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Maharashtra, India.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:

The meetings of the board are scheduled at regular intervals to decided and discuss on
business performance, policies, strategies and other matters of significance.

The Company had conducted 4 (Four) Board meetings during the period under review, (i.e:
29.05.2024, 14.08.2024, 14.11.2024, 14.02.2025) The intervening gap between any
consecutive board meetings was within the period prescribed under the provisions of the
Companies Act, 2013 read with the circulars and notifications given by the statutory authorities.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect
to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from those standards;

(b) the directors 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 loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors confirm that the annual accounts have been prepared on a going concern
basis;

(e) the directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively and

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

DECLARATION BY 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 under the Companies Act,
2013.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have enrolled their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE
COMPANIES ACT, 2013:

The Company’s 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 is furnished on
the Company’s website www.kakativatextiles.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

The Company has not granted any loans or given any security or made any investments
pursuant to the provisions of Section 186 of the Companies Act, 2013 during the year under
review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions entered during the financial year under review are disclosed in Note
No.31 of the Financial Statements of the Company for the financial year ended 31^st March,
2025. These transactions entered were at an arm’s length basis and in the ordinary course of
business. There were no materially significant related party transactions with the Company’s
Promoters, Directors, Management or their relatives, which could have had a potential conflict
with the interests of the Company. Form AOC-2, containing the note on the aforesaid related
party transactions is enclosed herewith as Annexure - I.

The policy on related party transactions as approved by the Board of Directors of the Company
has been uploaded on the company’s website and may be accessed through the website at
www.kakativatextiles.in

ANNUAL RETURN:

The annual return is placed on the company’s website on www.kakatiyatextiles.in
INTERNAL AUDITORS:

The Board of directors based on the recommendation of the audit committee has appointed
M/s. Cherukuri & Co. as the Internal Auditors of the company. The internal auditors are
submitting their report on quarterly basis.

STATUTORY AUDITORS:

Pursuant to Section 139 and other relevant provisions of the Companies Act, 2013 M/s.
Chevuturi Associates, Chartered Accountants, were appointed as Statutory Auditors of the
Company at the 38^th Annual General Meeting ("AGM”) for the period of 5 years from conclusion
of 38^th AGM till the conclusion of 43^rd AGM and the tenure of 5 years of the said auditors is
expiring the present AGM.

In view of the above, it is proposed to appoint M/s. Brahmayya & Co., (FR No. 000513S), to the
office of Statutory Auditors for a period of 5 years.

The Company has received consent to the said effect. Relevant resolutions form part of Notice
attached hereto.

Further, the Statutory Auditor’s report does not contain any qualifications, reservations, adverse
remarks or disclaimers.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:

During the year under review, there was no instance of fraud, which required the Statutory
Auditors to report to the Audit Committee and/or Board under Section 143 (12) of the
Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL AUDITORS:

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended

the appointment of M/s. P. S. Rao & Associates, Peer Reviewed Firm of Company Secretaries
in Practice as Secretarial Auditors of the Company for a term of up to 5 (Five) consecutive
years to hold office from the conclusion of ensuing AGM till the conclusion of 43^rd AGM of the
Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the
Company. Brief resume and other details of M/s. P. S. Rao & Associates, Company Secretaries
in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. P. S. Rao & Associates have given their consent to act as Secretarial Auditors of the
Company and confirmed that their aforesaid appointment (if made) would be within the
prescribed limits under the Act & Rules made thereunder and SEBI (LODR) Regulations. They
have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit report for the F.Y 2024-25, as per the Section 204 of the Companies Act,
2013 and Rule 9 there-under, forms part of this Report as Annexure- I.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively. During the year under review, your
Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

There have been no material changes and commitments affecting the financial position of the
Company which has occurred between the financial year ended 31^st March, 2025 and the date
of the report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely actions.
It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the
business. The potential risks are inventoried and integrated with the management process such
that they receive the necessary consideration during decision making.

WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The Company has formulated a whistle blower policy in line with the provisions of Section 177
of the Companies Act, 2013 and Regulation 22 of the SEBI ((Listing Obligations and Disclosure
Requirements) Regulations, 2015 to enable the directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of the company’s code of
conduct or ethics policy. The policy also provides for adequate safeguards against victimization
of director(s) / employee(s) who avail of the mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The Whistle Blower policy has been
uploaded on the company’s website at www.kakatiyatextiles.in.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the
Board of Directors evaluated the performance of the Board, having regard to various criteria
such as Board composition, Board processes, Board dynamics etc. The Independent Directors,
at their separate meetings, also evaluated the performance of non-independent directors and
the Board as a whole based on various criteria.

The performance of each Independent Director was evaluated by the entire board of directors
on various parameters like engagement, leadership, analysis, decision making, communication,
governance etc. The Board and the Independent Directors were of the unanimous view that
performance of the Board of Directors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard to various
criteria such as committee composition, committee, processes, committee dynamics etc. The
Board was of the unanimous view that all the committees were performing their functions
satisfactorily.

DIRECTORS’& KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Vanka Raja
Kumari, Director, retires by rotation at the forthcoming Annual General Meeting and being
eligible offers herself for re-appointment. The Board recommends her reappointment for the
consideration of the members of the company at the forthcoming Annual General Meeting.

Further, The Board of Directors of the Company at their meeting. Based on the
recommendation of the Nomination & Remuneration Committee, had appointed Ms. Ravali
Vanka as Director, Mr. Kosuru Venkata Sai Charan and Mrs. Kalidindi Padmavathi as
Independent Directors of the Company for a term of 5 years from ensuing Annual General
Meeting till the conclusion of 48^th Annual General Meeting and the same is being placed before
the shareholders of the Company in this 43^rd Annual General Meeting for their approval.

COMPOSITION OF BOARD COMMITTEES:

We have in place of all the committees of the board which are required to be constituted under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Composition of various committees of the Board is hereunder:

AUDIT COMMITTEE:

Shri. Kudary Anand - Chairman

Shri. Vanka Ravindranath - Member

Shri. Venkata Subbarao Gamini - Member

NOMINATION AND REMUNERATION COMMITTEE:

Shri. Kudary Anand - Chairman

Shri. Venkata Subbarao Gamini - Member

Smt. Vanka Raja Kumari - Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Shri. Kudary Anand - Chairman

Shri. Venkata Subbarao Gamini - Member

Smt. Vanka Raja Kumari - Member

FIXED DEPOSITS:

Since the Company has not accepted any fixed deposits covered under Chapter V of the
Companies Act, 2013, and accordingly, the question of default in repayment of deposits or
payment of interest thereon, during the year, does not arise.

EROSION OF NETWORTH:

As at 31^st March 2025, your Company had a net worth of Rs. (1286.42) lakhs. Your Directors
believe that the Company's net worth could become positive if the favorable business trend
continues for some time. Therefore, the sickness status has not been referred to BIFR.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATION IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and company’s operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to monitor internal business process,
financial reporting and compliance with applicable laws. The Company periodically reviews the
adequacy and effectiveness of the control systems.

The Audit committee of the Board reviews internal control systems and their adequacy,
significant risk areas, observations made by the internal auditors on control mechanism and the
operations of the company, recommendations made for corrective action and the internal audit
reports. The committee reviews with the statutory auditors and the management, key issues,
significant processes and accounting policies.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in
respect of our employees, is attached herewith as Annexure-III.

Further, we do not have any employee whose remuneration falls within the purview of the limits
prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
as amended i.e. 8.50 Lakhs per Month or Rs. 1.02 Crores per Annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year
ended 31^st March 2025 as required under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith as
Annexure-III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a report on Management Discussion and Analysis is
herewith annexed as Annexure-IV.

CORPORATE GOVERNANCE REPORT:

Since the paid up capital of the Company is less than Rs.10 Crores and the net worth of the
Company is less than Rs. 25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23,
24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not fall within any of the parameters specified under the provisions
of Section 135 of the Companies Act, 2013 read with Rules made there under, reporting
pursuant to Section 134 (3) (o) is not applicable.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange
Earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure-V to this
report.

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

The Company has in place a policy on Sexual Harassment of Women at workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The company has constituted an internal complaints committee to
address the complaints regarding sexual harassment. All employees are covered under this
policy. The company has not received any complaints during the year under review.

PERSONNEL RELATIONS:

Staff and Labour relations during the year at all units of the company continued to be cordial.
ACKNOWLEDGEMENTS:

Your Directors wish to thank the Company’s Bankers, Financial Institutions, Customers and
Suppliers for their unstinted support and co-operation.

Your Directors wish to place on record their appreciation of the confidence reposed by the
shareholders in the Company at all times.

The Board of Directors also wishes to thank the employees at all levels for their excellent
support and contribution made by them.

By Order of the Board of Directors
For Kakatiya Textiles Ltd

Sd/-

V Ravindranath

Place: Tanuku Chairman& Director

Date: 05.09.2025 DIN: 00480295