FIBERWEB (INDIA) LTD. — Annual Report 2024

Sep 3, 2024

Manufactures of: Spunbond Nonwoven Fabrics

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Date: 03[rd] September, 2024

To, BSE Limited Corporate Relations Department, 1st Floor, New Trading Ring, P. J. Towers, Dalal Street, Mumbai - 400 001.	To, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051.

Reference: BSE Scrip code - 507910 - Fiberweb (India) Limited NSE Scrip code: FIBERWEB

Dear Sir/Madam,

Sub.: Notice of 3 ~~9~~ [th] Annual General Meeting and Integrated Annual Report for Financial Year 2023-24 – Compliance under Regulations 30, 34 and 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

With reference to our letter dated 12[th] August, 2024, we hereby inform you that the 39[th] Annual General Meeting (“AGM”) of the Company will be held on Friday, September 27, 2024, at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210. Further, we would like to inform you that pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of SEBI (LODR) Regulations, 2015, the Register of Members and the Share Transfer Books of the Company will remain closed from Friday 20[th] September, 2024 to Friday, 27[th] September, 2024 (both days inclusive) for the purpose of Annual General Meeting.

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing e-voting facility to its members. The members holding shares as on the cut-off date i.e. Thursday, 19[th] September, 2024 may cast their vote electronically to transact the business set out in the Notice of AGM. The date of commencement of e-voting starts from Tuesday, 24[th] September, 2024 and ends on Thursday, 26[th] September, 2024.

In continuation to the aforesaid letter and pursuant to Regulations 30, 34 and 53 of the Listing Regulations, please find enclosed the following:

1) Notice of the 39[th] AGM of the Company. The brief details of the agenda items proposed to be transacted at the 39[th] AGM are given in “Annexure I”;

2) Integrated Annual Report for the Financial Year 2023-2024.

Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018

Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210.

& Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : fiberweb@fiberwebindia.com Website : fiberwebindia.com

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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018

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Manufactures of: Spunbond Nonwoven Fabrics

The Notice of 39[th] AGM and the Integrated Annual Report for the Financial Year 2023-2024 can also be accessed/downloaded from the web-link given below: - https://www.fiberwebindia.com/annual report/

The Integrated Report is being sent only through electronic mode, to those Members whose e- mail addresses are registered with the Company/Registrar and Transfer Agent/Depository Participant/ Depositories. This is in compliance with the SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 and applicable Circulars issued by Ministry of Corporate Affairs in this regard from time to time.

This disclosure is being submitted pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This is for your information and records.

hanking you,

Yours faithfully,

For Fiberweb (India) Limited

Digitally signed by PRAVIN VRAJLAL PRAVIN SHETH DN: c=IN, o=Personal, postalCode=400019, st=Maharashtra, VRAJLAL serialNumber=42B1CA804A57F32F787CAF3CC8DC4909D755D654242A3BACB3665 DD59C143D5D, cn=PRAVIN VRAJLAL SHETH SHETH Date: 2024.09.03 17:37:31 +05'30' Pravin V. Sheth Chairman & Director DIN:00138797

Encl:

Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018

Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210.

& Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : fiberweb@fiberwebindia.com Website : fiberwebindia.com

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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018

Manufactures of: Spunbond Nonwoven Fabrics

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Annexure I

	Annexure I
Sr. No.	Resolutions proposed to be passed at the 39th AGM	Manner of approval
	Ordinary Business:
1	Consideration and Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2024 together with the Reports of the Board of Directors and StatutoryAuditor thereon.	Ordinary Resolution
2	To appoint director in place of Mr. Pravin V. Sheth (DIN: 00138797) who retires by rotation and being eligible offers himself for re-appointment.	Ordinary Resolution
3	To appoint director in place of Mr. Rajesh U. Shukla (DIN: 08690226) who retires by rotation and being eligible offers herself for re-appointment.	Ordinary Resolution
4	To consider re-appointment of M/s Akshay Kirtikumar & Associates LLP as StatutoryAuditors of the company	Ordinary Resolution
	Special Business:
5	To approve the continuation of Mr. Pravin V. Sheth (DIN: 00138797) as a Non-Executive, Non-Independent Director of the Company, pursuant to provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.	Special Resolution

For Fiberweb (India) Limited

Digitally signed by PRAVIN VRAJLAL PRAVIN SHETH DN: c=IN, o=Personal, postalCode=400019, st=Maharashtra, VRAJLAL serialNumber=42B1CA804A57F32F787CAF3CC8DC4909D755D654242A3BACB3665 DD59C143D5D, cn=PRAVIN VRAJLAL SHETH SHETH Date: 2024.09.03 17:37:06 +05'30' Pravin V. Sheth Chairman & Director DIN:00138797

Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018

Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210.

& Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : fiberweb@fiberwebindia.com Website : fiberwebindia.com

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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018

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HARNESSING TECHNICAL TEXTILES

39[th] ANNUAL REPORT 2023-24 Industrial Enviromental Hazmat Medical Agricultural

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Fiberweb india Limited Annual Report 2023-24

Table of Content

Company Overview	04
Manufacturing Facility	06
Core Management Team	10
Corporate Information	11
Chairman’s Letter	12
President’s Letter	14
Financial Highlights	16
Management Discussion & Analysis	18
Notice	24
Board’s Report	39
Annual Secretarial Compliance Report	60
Report on Corporate Governance	65
Consolidated
Independent Auditor’s Report	84
Consolidated Balance Sheet	94
Consolidated Statement Of Proft & Loss	95
Consolidated Cash Flow Statement	96
Notes To The Consolidated Accounts	98

HARNESSING TECHNICAL TEXTILES

Innovation is at the core of Fiberweb (India) Ltd.’s mission. Our tagline, “Harnessing Technical Textiles” reflects our dedication to staying ahead of the curve, crafting products that not only address the challenges of today but also anticipate the needs of the future. Through the fusion of advanced technology and our industry expertise, we create non-woven solutions that drive progress in healthcare, hygiene, construction, and beyond. Our vision is to build a sustainable and safer world, where our innovations serve as the bedrock of growth and improvement, ensuring that we are always one step ahead in delivering excellence

We stand behind the power of technical textile products and its ability to not only meet but exceed sustainability goals for our customers and society

Safeguarding Lives And Livelihoods

FORWARD-LOOKING STATEMENT

In this Annual Report, we might have disclosed forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties, and inaccurate assumptions. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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This Annual Report can be downloaded from our website at h t t p s : / / fiberwebindia. com/

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Fiberweb india Limited Annual Report 2023-24

This is the Fiberweb India

Fiberweb (India) Ltd. stands as a prominent player in the nonwoven fabric industry, having evolved from its early days as a plastics manufacturer to a leading producer of spun bond nonwoven fabrics and related products. While many companies in the industry focus on either domestic or international markets, Fiberweb has successfully positioned itself as a key exporter, serving a wide range of global markets, including the USA, Europe, and Australia. The company’s commitment to quality and consistency has allowed it to distinguish itself from competitors, often commanding a premium for its products. Fiberweb’s in-house capabilities and focus on innovation, particularly in the production of melt-blown nonwoven fabrics, enable it to stay ahead of industry trends, catering to the growing demand for personal hygiene products and industrial applications. This strategic approach, combined with robust quality management systems and a strong supply chain, underscores Fiberweb’s competitive edge in a rapidly evolving industry.

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39 years

of Global presence

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Mission

To leverage capabilities of technical textiles to provide sustainable products that meet the evolving needs in healthcare, hygiene, medical, agriculture and various industrial segments, while helping us fulfill our social objectives.

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Vision

To be a trusted brand recognised for it’s innovative, cost effective, sustainable solutions that leave the world a better place.

FY24 - STANDALONE

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Total Income

g 86.89 Cr

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EBITDA

g 12.37 Cr Margin 14.23%

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PAT

g 7.27 Cr Margin 8.37%

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Cash from Ops. g 0.63 Cr

State of the Art manufacturing unit

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5
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ISO 9001:2015 ISO 14001: 2015 Quality ISO 45001: 2018 Standards Intertek UKAS

Empowering people lives for a better tomorrow!

Due to the recent global scare of Covid-19, there has been huge demand for melt blown fabrics from India for face masks. Fiberweb has efficiently provided raw material for manufacturing: Personal Protective Equipment (PPE) Kits Face Masks N95 and N99

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Fiberweb india Limited Annual Report 2023-24

Melt Blown Fabric and its Usage

Started 2017

These are extremely fine fibers which differ from spunbond, in that they have low intrinsic strength and a less dense web structure offering key properties not present in spunbond

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Manufacturing Facility End Usage
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Melt Blown Fabric Line Process

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POLYMER EXTRUDER
CHIPS
POLYMER
FILTER
PUMP
POLYMER
DIE TIP FILTER
WITH HOT
ACCUMALATOR
CALENDAR
WINDER
PACKING
SPIN SUCTION STATIC
BELT BLOWER CHARG
DISPATCH
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Medical Fabrics

Filteration

Filteration Of Chemicals, Oil, Air, Liquids And Face Masks

Face Masks, Disposable Gowns, Drapes and Sterilization Wraps.

Oil Absorbents

Sanitary Products

For Oil Spills In Water, Absorbent Flooring In Machine Shops /Industrial Plants.

Feminine Sanitary Napkins, Baby Diapers and Disposable Adult Incontinence Products

Apparel

Wipes

Face Wipes, Hand Wipes, Surface Cleaning (Wood, Leather, Floors, Tiles Etc).

Disposable Industrial Apparel, Thermal Insulation and Substrates for Synthetic Leather

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Fiberweb india Limited Annual Report 2023-24

Spunbond Fabric and Its Usage

Started 1996

These are extremely fine fibers which differ from spunbond, in that they have low intrinsic strength and a less dense web structure offering key properties not present in spunbond

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Manufacturing Facility End Usage
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Capacity:
5,000 MTPA
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Spunbond Fabric Line Process

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POLYMER POLYMER
FILTER FILTER
POLYMER CHIPS POLYMER CHIPS
PUMP PUMP
EXTRUDER EXTRUDER
QUENCHING QUENCHING
AIRA IR
KISS ROLL
PACKING
LAY DOWN
SUCTION SUCTION
DRIER
WEB FORMING WINDER
CALENDER
DISPATCH
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Automotive
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Personal Hygiene Applications

Bumper Covers, Interior Carpets, Trunk Carpets, Underbody Panels Industrial Applications Hospital Masks and Industrial Garments

Baby Diapers, Female Hygiene, Adult Incontinence and Face Masks

Textile Applications

Curtains, Lining/Backing/ Interlining in Upholstery, Luggage and Garments, Bedsheets / Pillow Covers Technical Application

Agricultural Applications

Geotextiles and Structural Engineering

Crop Cover, Soil Cover , Weed Protection

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Fiberweb india Limited
Annual Report 2023-24
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Core
Management
Team
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Pravin Seth
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Chartered Accountant with over 50 years of industry experience, responsible for steering the company’s vision and strategy.

With 30 years of experience, including 10 years at Fiberweb, previously held senior management roles with Fortune 500 companies in the USA. Responsible for business development, process optimization, and strategic planning.

Bhavesh Sheth

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Rajesh Shukla
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With a B. Com degree specializing in Finance and Marketing and 35 years of experience in the retail industry, he is a seasoned professional in managing business and sales operations. He currently serves as the CEO of Fiberweb (India) Limited.

Qualified FCA, DISA, and CISA with over 30 years of experience in accounts, auditing, and taxation. Currently serving as the Chief Financial Officer of Fiberweb India Ltd with 4 years at the company.

Mukesh Pandya

Corporate Information

BOARD OF DIRECTORS

Mr. Pravin V Sheth Chairman Emeritus, Non-Executive Director

Mr. Sorabh Gupta Non-Executive & Independent Director

Mr. Bhavesh P Sheth Non-Executive Director

Mr. Rajesh Shukla Executive Director

Mrs. Soniya P Sheth Non-Executive Director

Mr. Dhrupal Shah Non-Executive & Independent Director (w.e.f 11/08/2023) Mr. Mithilesh Dubey Non-Executive & Independent Director (w.e.f 11/08/2023)

Mr. Vinod Kumar Beswal Non-Executive & Independent Director

Mr. Chidamber Rege Non-Executive & Independent Director

KEY MANAGERIAL PERSONNEL

Mr. Rajesh Umashankar Shukla Chief Executive Officer

Mr. Mukesh M. Pandya Chief Financial Officer

Ms. Krutika Gada Company Secretary and Compliance Officer

SECRETARIAL AUDITORS

STATUTORY AUDITORS

Mr. Ritesh Sharma of M/s. R & J Co, Practicing Company Secretaries

M/s. Akshay Kirtikumar & Associates LLP, Chartered Accountants, Mumbai

INTERNAL AUDITORS

BANKERS

Bank of Baroda, Chandavarkar Road Branch, Mumbai

M/s Vandit Shah & Co, Chartered Accountants, Mumbai (Upto 01-04-2024 M/s A.V. Jobanputra & Co, Chartered Accountants, Mumbai (w.e.f 01-04-2024)

SOLICITORS

WORKS

Little and Co., Divyakant Mehta and Associates, Mumbai

Plot No. 92/93B, 100’ Coastal Highway, Nani Daman, Daman (U.T.) 396 21

REGISTERED OFFICE

CORPORATE OFFICE

Airport Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210 Email – fberweb@fberwebindia.com Website - www.fberwebindia.com

128, Kiran Building, Bhaudaji Road, Matunga (East), Mumbai – 400019

LISTED ON STOCK EXCHANGE

REGISTRAR AND SHARE TRANSFER AGENTS Link Intime India Private Limited TRANSFER AGENTS C - 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083

BSE Limited National Stock Exchange of India Limited

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Fiberweb india Limited Annual Report 2023-24

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Dear Stakeholders,

Over the past 39 years, Fiberweb India Limited has established itself as a leader in the non-woven fabrics industry, with a steadfast commitment to our culture, people, and brand as our most valuable assets. This commitment has been the foundation of our sustainable growth and our ability to deliver long-term value to our stakeholders.

As we look ahead, Fiberweb is poised for a future filled with opportunities and challenges. The global landscape is rapidly evolving, and we are confident in our ability to navigate these changes while continuing to drive growth and innovation. Our company is stronger than ever, thanks to the strategic investments we’ve made in technology, production capacity, and talent.

routes, we have successfully maintained our production and delivery timelines. Our strong operational framework and agile response to these disruptions have been critical in ensuring that we continue to meet the needs of our customers without compromise.

The textile industry, particularly the non-woven segment, faces unique challenges in the current global environment. Supply chain constraints, fluctuating raw material prices, and logistical hurdles have tested our resilience. However, our ability to adapt quickly, optimize resources, and innovate in our processes has allowed us to turn these challenges into opportunities for growth. We have expanded our production lines and diversified our offerings, particularly in protective materials, to meet the increasing demand for high-quality non-woven products in the medical, hygiene, and filtration sectors.

Our commitment to Corporate Social Responsibility (CSR) remains at the heart of our business philosophy. We are proud of the initiatives we have undertaken this year, which have made a positive impact on the communities where we operate. From environmental sustainability projects to education and healthcare programs, our CSR activities are designed to contribute meaningfully to society. We believe that doing good for society is not just a responsibility but an essential part of who we are as a company.

“ Our commitment to excellence and social responsibility fuels our journey forward, ensuring that we not only meet the needs of today but also contribute to a better tomorrow. ”

Looking forward, we are focused on further strengthening our market position by embracing innovation, driving operational efficiencies, and expanding our global footprint. We are confident that our strategic initiatives will enable us to continue delivering strong financial performance and create value for our shareholders.

As we continue our journey, I would like to extend my deepest gratitude to our shareholders for their unwavering trust and support. Your confidence in Fiberweb has been instrumental in our success, and we remain committed to rewarding your faith in us. I would also like to thank our dedicated employees, whose hard work and commitment have been the driving force behind our achievements. Together, we are making significant strides towards a brighter future, and I am excited about the possibilities that lie ahead.

Thank you for being a part of Fiberweb’s journey. Let us continue to work together to make the world a cleaner, safer, and better place for all.

Jai Hind. Pravin Sheth Chairman Emeritus

“Innovation and resilience are the cornerstones of our success, enabling us to turn challenges into opportunities and drive sustainable growth for the future.”

FY24 has been a year of healthy financial performance for Fiberweb, marked by steady growth across our key markets. Despite the challenges posed by supply chain disruptions and the complexities of the Red Sea transit

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Fiberweb india Limited Annual Report 2023-24

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Our Esteemed Shareholders,

As we reflect on the financial year 2024, it is essential to acknowledge the complex landscape in which our company operated. The year presented significant challenges, yet also offered opportunities for growth and innovation. I am pleased to share with you an overview of our journey, the hurdles we faced, the operational efficiencies we achieved, and our strategy moving forward.

“ Resilience isn’t about avoiding challenges—it’s about rising stronger after facing them. It’s the strength to adapt, persevere, and push forward, even when the path is uncertain ”

The textile industry has not been immune to global disruptions, particularly the supply chain difficulties exacerbated by geopolitical tensions in the Red Sea region. These challenges have had a cascading effect on the availability of raw materials, leading to delays, increased costs, and operational disruptions. Some manufacturers in the industry have been forced to either shut down or significantly reduce their production capacity. Despite these headwinds, we remained resilient, leveraging our strategic planning and operational efficiencies to mitigate the impact on our business.

Throughout FY24, we focused on enhancing our operational efficiencies to navigate these turbulent times. By optimizing our supply chain, diversifying our sources for raw materials, and investing in advanced technology, we were able to maintain our production levels and meet customer demand. Our strategic shift to domestic markets, as seen in our earlier success with melt-blown fabrics, continued to yield positive results, reinforcing our market position despite the external challenges.

“ Expansion is the pathway to progress, where growth meets opportunity and potential turns into achievement ”

Looking ahead, our growth strategy remains centered on diversification and innovation. We plan to expand our product portfolio by investing in niche technical textiles that offer higher margins and significant market potential. This strategic direction aligns with our long-term vision of sustainable growth, ensuring that we not only meet but exceed the evolving needs of our customers. We are also exploring new markets and avenues for expansion, which we will share with you in due course.

Despite the challenges, our financial performance for FY24 was commendable. Our top line increased by 29% to 86.89 Cr, driven by strong demand in our core segments. Our full-year EBITDA rose by 267% to 12.37 Cr, reflecting our effective cost management and operational efficiencies. These results are a testament to our strategic agility and the strength of our brand.

None of these achievements would have been possible without the unwavering dedication of our team. Their commitment to excellence, even in the face of adversity, has been the cornerstone of our success. I extend my heartfelt thanks to each member of our team for their hard work and resilience.

Finally, I want to express my sincere gratitude to you, our valued shareholders, for your continued trust and support. Your belief in our vision and strategy has been instrumental in our journey, and I am confident that, together, we will continue to achieve new milestones and create lasting value.

Thank you once again for your partnership as we navigate the future with optimism and determination.

With warm regards, Bhavesh President

Our facility’s expanded capacity highlights our strategic growth, with Spunbond production now at 5,000 MTPA and Melt Blown at 3,000 MTPA. This increased capacity is poised to enhance our revenue performance significantly.

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Fiberweb india Limited Annual Report 2023-24

Financial Highlights

g In Cr

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Particulars FY 22 FY 23 FY24
Profit and Loss Statement
Revenues 95.40 66.11 86.00
Other Income 1.03 1.27 0.90
Total Income 96.43 67.38 86.89
Expenditure 80.43 64.01 74.52
EBITDA 15.99 3.37 12.37
EBITDA Margin (%) 16.59 5.01 14.23
Interest 0.00 0.61 1.02
Depreciation 2.19 2.36 3.99
PBT 13.80 -0.53 7.36
PBT Margin (%) 14.31% -0.79% 8.47%
Tax 2.47 -0.23 0.09
PAT 11.33 -0.30 7.27
PAT Margin (%) 11.75 -0.44 8.37
Balance Sheet
Fixed Assets 93.96 118.72 116.98
Other Non Current Assets 2.86 2.27 2.21
Non Current Assets 96.82 121.00 119.20
Current Assets 63.96 47.81 52.05
Total Assets 160.78 168.80 171.24
Equity 28.79 28.79 28.79
Reserve & Surplus 125.58 125.28 132.55
Net Worth 154.37 154.08 161.34
Long Term Borrowings 0.00 0.00 0.00
Other Non Current Liabilities 0.00 0.00 0.00
Total Non Current Liabilities 0.00 0.00 0.00
Short Term Borrowings 0.00 6.34 6.87
Other Current Liabilities 6.40 8.39 3.03
Total Current Liabilities 6.40 14.73 9.90
Total Liabilities 160.78 168.80 171.24
Cash Flow statement
Cash from Operations 8.71 17.65 0.63
Cash from Investments -9.95 -26.08 -2.21
Cash from Financial Activities 0.86 6.88 0.35
Ratios
Debt to Equity 0.00 0.00 0.04
Current Ratio 9.99 3.25 5.26
EPS (g) 3.94 -0.18 2.52
BV (g) 53.62 53.51 56.04
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Key Performance

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Revenue ( g In Cr ) EBITDA ( g In Cr ) & EBITDA Margin (%)
EBITDA PAT Margin
16.59
95.40 14.23
88.00
66.11 15.99 5.01
3.37 12.37
FY22 FY23 FY24 FY22 FY23 FY24
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PAT ( g In Cr ) & PAT Margin (%) Net Worth ( g In Cr )
PAT PAT Margin
11.75
8.37 161.34
11.33
154.37 154.08
7.27
-0.44
-0.30
FY22 FY23 FY24 FY22 FY23 FY24
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Debt to Equity (x) Current Assets (x)
9.99
0.04
5.26
3.25
0.00 0.00
FY22 FY23 FY24 FY22 FY23 FY24
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Management Discussion And Analysis

Red Sea crisis is causing significant disruptions in the global textile industry, leading to increased costs, delays, and supply chain concerns. Advanced economies, where growth is projected to remain moderate at around 1.7% in 2024, must carefully balance the implementation of policies aimed at curbing inflation without triggering a broader economic slowdown. In this complex environment, the importance of multilateral cooperation is crucial to managing these risks and ensuring long-term global economic stability.

Economic Overview

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“India took a big economic leap this year: The country ended fiscal year 2023 to 2024 with a big bang, surpassing all market estimates of GDP, with 8.15% year-over-year (YoY) growth.”

The July 2024 World Economic Outlook by the IMF projects global growth to stabilize at 3.2% in 2024, following a 3.3% in 2023, with a slight uptick to 3.3% anticipated in 2025. This consistent growth is underpinned by robust expansions in emerging markets, particularly China and India, where growth is forecasted at 5.0% and 7.0%, respectively, for 2024. These figures highlight the significant contributions of these economies to global growth, despite challenges such as geopolitical tensions, which have led to disruptions in commodity prices and economic stability worldwide.

India’s economic growth surged by 8.15% year-on-year in the fiscal year 2023 to 2024, surpassing market expectations and maintaining an average annual growth of 8.3% over the past three year Deloitte projects a GDP growth of 7.0% to 7.2% for the fiscal year 2024 to 2025, and 6.7% to 7.3% the following year, driven by expected improvements in global liquidity conditions driving private investments and exports. Noteworthy trends include an 8.1% increase in Indian exports, with significant growth in high-value manufactured goods such as pharmaceuticals and engineering products, signalling positive strides in global integration.

The persistent challenges of inflation, particularly in the services sector driven by wage increases, are complicating central banks’ efforts to manage inflation without hindering economic growth. Also, the ongoing

• In the fourth quarter of fiscal 2023 to 2024, India witnessed an 8.9% growth in manufacturing, with a strong industrial production index indicating sustained momentum. Private consumption spending saw a notable uptick, and exports surged by 8.1%, particularly in high-value segments. The recent Union Budget addresses regional disparities, emphasizing strategic spending patterns to foster sustainable growth. With a focus on consumer preferences shifting towards discretionary goods and services, businesses are presented with new opportunities to tap into evolving spending patterns in both rural and urban markets, promising a dynamic and vibrant economic landscape for growth and expansion.

Source: IMF, Indian Economic Outlook 2024, Deloitte

Outlook

In 2024, we are navigating a complex global economic landscape marked by inflationary pressures and uncertainties. Despite these challenges, we remain focused on maintaining financial health while pursuing sustainable growth through disciplined cost management and targeted investments. The Indian economy is set for continued growth, driven by manufacturing expansion, private consumption, and exports, particularly in high-value sectors. We are deploying tailored strategies across our business segments to enhance operational efficiency, strengthen supply chain resilience, and support innovation and market expansion. Emphasizing sustainability, we are accelerating investments in green technologies to reduce our environmental footprint and capitalize on opportunities in the green economy. This approach positions us advantageously in a dynamic and increasingly favorable economic environment, both globally and in India, as we continue to tap into emerging trends and expand our reach in both rural and urban markets.

Textile Industry Overview

The textile industry is a global sector producing yarn, fabric, and garments, including traditional textiles for fashion and technical textiles for industrial applications like automotive and healthcare. It is vital to both consumer and industrial markets.

The ongoing Red Sea crisis has introduced several challenges for the global textile industry, significantly impacting its operations:

Increased operational costs due to disrupted shipping lines, leading to higher expenses for textile merchants.

•

Longer delivery times affecting companies like Adidas, H&M, and Danone.

Significant supply chain concerns within the apparel industry.

Geopolitical tensions between Israel and Hamas are at the root of these disruptions, impacting normal business operations in the region.

To navigate these challenges, textile manufacturers must monitor their supply chains closely and respond swiftly to emerging problems. Additionally, decisionmakers should investigate ways to cut expenses to create budgetary flexibility in this volatile environment. Proactive measures are essential for maintaining resilience amidst ongoing disruptions.

The Indian textile industry, with its deep historical roots, has long been a key contributor to the nation’s economy and global trade. Historically, India’s textiles have been integral to international trade, valued for their quality, Craftsmanship, and diversity. Over time, the industry has undergone significant modernization, evolving into one of the largest and most diversified sectors in the global market. Today, India stands as the world’s second-largest producer of textiles and garments, and the third-largest exporter in the textile and apparel space, playing a Critical role in both the domestic and global markets.

Currently, the Indian textile sector contributes 2.3% to the country’s GDP, 13% to industrial production, and employs over 45 million people. The sector is projected to grow at a CAGR of 10%, reaching US$ 350 billion by 2030. Export growth is similarly robust, with expectations to achieve US$ 100 billion by 2030, reinforcing India’s 4.6% share in global textile trade. In FY24, exports totaled US$ 35.9 billion, reflecting the sector’s resilience in a competitive global market.

Strategically, the government’s g10,683 Cr ProductionLinked Incentive (PLI) scheme is set to boost domestic manufacturing, particularly in man-made fiber (MMF) and technical textiles, driving further expansion and innovation. With this support and an anticipated rise in global demand, India’s textile exports are expected to reach US$ 65 billion by FY26. As a result, the Indian

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textile industry is poised to solidify its leadership position in the global market, ensuring long-term growth and competitiveness in an inCreasingly dynamic economic environment.

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India’s Textile Market Size (In US$ billion)
CAGR Of 10%
350
223
197
165
FY21 FY22 FY23 FY30F
----- End of picture text -----*

*Forecasted

Source: IBEF

India’s Technical Textile Industry

The Technical Textile Industry is a promising sector with significant potential for growth and innovation. With a CAGR of 16.05%, India’s technical textile market is the 5th largest in the world, offering a substantial 10% growth rate and increased penetration levels. The industry spans aCross various categories such as Agrotech, Meditech, Mobiltech, Packtech, Sportech, Buildtech, Clothtech, Hometech, Protech, Geotech, Oekotech, and Indutech, catering to diverse needs in the healthcare and infrastructure sector.

In USD Bn

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----- Start of picture text -----

Technical Textile Industry
40
21.95
2023 2024
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The Government of India has been actively involved in promoting this industry by assigning Harmonized

System Nomenclature codes, developing numerous technical textile products according to the Bureau of Indian Standards, and approving significant research proposals valued at US$ 28.27 Mn under the National Technical Textile Mission.

Furthermore, the Indian government has unified the GST rate at 12% on man-made fabrics, MMF yarns, MMF fabrics, and apparel, effective from January 1, 2022. This, coupled with the dedicated corpus of g1,000 Cr for research and development, and the introduction of additional skill development courses under Samarth, signifies a strong focus on propelling the industry forward.

Additionally, the industry’s substantial export figures for 247 technical textile items, amounting to g5,946 Cr between April-June (2023-24), demonstrate its growing global impact. Source: PIB Source: IBEF

India’s Textile Exports

During FY 2023-24, India’s textile exports reached an impressive US$ 35.90 billion, covering a broad range of products including ready-made garments (RMG), cotton yarns, fabrics, made-ups, handloom products, manmade yarns, handicrafts (excluding handmade carpets), carpets, and jute-based products. The country’s RMG exports are poised for significant growth, projected to exceed US$ 30 billion by 2027, with an estimated CAGR of 12-13%. The government’s extension of the Rebate of State and Central Taxes and Levies (RoSCTL) scheme until March 2021 has been instrumental in boosting apparel and garment exports, enhancing the sector’s global competitiveness.

In a push to further strengthen the handloom sector, the government has taken proactive measures. In August 2021, Minister Piyush Goyal announced ambitious targets to increase the handloom sector’s production capacity from g60,000 Cr (US$ 8.06 billion) to g125,000 Cr (US$ 16.80 billion) over three years, alongside boosting handloom exports from g2,500 Cr (US$ 335.92 million) to g10,000 Cr (US$ 1.34 billion). A committee comprising weavers, equipment makers, and marketing experts was also established to explore ways to enhance production and export capacities, ensuring sustainable growth in this labour-intensive segment of the industry.

Textile Exports FY24

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Commodities Value (US$ million)
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Commodities	Value(US$ million)
RMG of all Textiles	14532
Cotton Yarn/Fabs./Made-ups/ Handloom Products	11667
Manmade Yarn/Fabs./Made-ups	4679
HandiCrafts excl. Handmade Carpet	1802
Carpet	1349
Jute Mfg. including Floor Covering	268

India’s Textile Trade (US$ Billion)

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44
37 36
34
30
10
8 8 9
6
FY20 FY21 FY22 FY23 FY24
Exports Imports
----- End of picture text -----

Source: https://www.ibef.org/industry/textiles Source: Ministry of Textiles

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Key Initiatives and Developments in the Textile Sector

In a major initiative to promote sustainability in the textile industry, a tripartite Memorandum of Understanding (MoU) was signed between the Textiles Committee under the Ministry of Textiles, the Government e-Marketplace (GeM) under the Ministry of Commerce and Industry, and the Standing Conference of Public Enterprises (SCOPE). This MoU focuses on promoting upcycled products made from textile waste and scrap, encouraging the adoption of environmentally friendly practices across the industry.

On the educational front, the academic year 2022-23 saw the inauguration of a new campus of the National Institute of Fashion Technology (NIFT) in Daman. Furthermore, construction is underway for new NIFT campuses in Bhopal and Srinagar, signalling the government’s commitment to expanding education and fostering innovation in fashion and textile design.

Under the National Technical Textile Mission (NTTM), the government approved 74 research projects valued at US$ 28.27 million (g232 Cr) for specialty fibres and technical textiles. This initiative aims to boost innovation and promote the development of highperformance technical textiles in key sectors such as healthcare, infrastructure, and defence.

To enhance the global presence of Indian handloom products, the Handloom Export Promotion Council (HEPC) continues to actively participate in international fairs and events. These platforms help handloom exporters and weavers showcase their products to international buyers, promoting India’s handloom tradition on a global scale under the National Handloom Development Programme (NHDP).

The Ministry of Textiles has also been implementing the Handloom Marketing Assistance (HMA) scheme as part of the NHDP. This initiative provides a marketing platform for handloom weavers and agencies, enabling them to directly engage with consumers and establish strong marketing channels through expos and events in both domestic and international markets.

In August 2021, the ONGC-supported Assam handloom project, ‘Ujjwal Abahan,’ was launched virtually by Minister of Petroleum & Natural Gas and Labor & Employment, Mr. Rameswar Teli. The project aims to support and train over 100 artisans in Bhatiapar,

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Fiberweb india Limited Annual Report 2023-24

Sivasagar, Assam, empowering them in the traditional Hathkharga handicraft sector, further preserving and promoting Assam’s rich handloom heritage.

Key Growth Drivers for the Technical Textiles Industry

• Growing demand for textiles that combine protection, durability, and fashion is boosting the adoption of technical textiles.

• Rising populations and aging demographics in emerging economies are driving demand for medical and building technologies.

• Advances in nano-fibers and nano-tubes are enhancing the strength and longevity of materials, fueling growth in technical textiles.

• Increased use of biometric garments for health monitoring is driving demand for smart textiles.

• Growing emphasis on sustainability is promoting the use of Geotech and Oekotech solutions, making technical textiles more affordable and accessible.

• The use of Geotech textiles in controlling soil erosion and supporting infrastructure projects is driving market growth.

Source: India 2047 – Vision and strategic roadmap for technical textiles, KPMG

Business Overview

Fiberweb has over 39 years of experience with 100% focus on exports and has become a key player in the nonwoven fabric industry. Originally starting as a plastics manufacturer, it now specializes in spun bond and melt-blown fabrics, supplying major markets in the USA, Europe, and Australia. With a production capacity of 5,000 MTPA for spun bond fabrics and 3,000 MTPA for melt-blown fabrics, the company offers a diverse range of products, including garments and industrial materials. Operating from an 85,000 sq.ft. facility and backed by ISO certifications, it continues to drive innovation and sustainability across various sector.

Financial Performance

In FY24, the company’s financial performance demonstrated a marked recovery from the previous fiscal year. Revenues rose to g86.00 Cr, up from g66.11 Cr in FY23, reflecting a solid 30% increase. Despite a slight dip in Other Income to g0.90 Cr, total income improved to g86.89 Cr from g67.38 Cr. Expenditure increased to g74.52 Cr, but the company’s EBITDA showed a significant improvement, reaching g12.37 Cr with an EBITDA margin of 14.23%, up from 5.01% in FY23.

Profitability metrics also improved, with Profit Before Tax (PBT) inCreasing to g7.36 Cr and a PBT margin of 8.47%, compared to a negative PBT in FY23. Profit After Tax (PAT) followed suit, rising to g7.27 Cr with a PAT margin of 8.37%, a notable recovery from the negative PAT in the previous year. Depreciation saw a rise to g3.99 Cr, but interest expenses, which stood at g1.02 Cr, were higher than in FY23.

Key Ratios

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Metrics FY FY % Of Reason
2022-23 2023-24 Varaince
Better Profit
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EBITDA				Better Proft
Margin (%)	5.01%	14.27%	184.83%	Margin & Cost CuttingEffect
PAT Margin (%)	(0.44)%	8.38%	Loss to Proft	Better Proft Margin & Cost CuttingEffect
ROE (%)	(0.44)%	8.38%	Loss to Proft	Better Proft Margin & Cost CuttingEffect
Interest Coverage	5.52	12.13	119.74%	Better Proft Margin & Cost CuttingEffect
Debt to Equity	0.22	0.24	9.09%	-----N.A------
Current Ratio	3.25	5.26	61.84%	Good Debts Recovery System implementation.
Inventory Turnover	2.77	3.83	38.27%	Implementation of Good Supply Change Management
Receivable Turnover	8.06	6.87	(14.76)%	Decrease in Receivables due to Good Debts Recovery System Implementation.

Segment Performance

The Company operates primarily in the field of polymer processing, with all activities centered around this core business. As a result, the Company’s operations are not segmented into distinct reportable segments. According to Ind AS 108 – Operating Segments (previously Accounting Standards 17), segment reporting is applicable when a company has multiple operating segments that require separate reporting. However, in the context of our business model, where polymer processing constitutes the sole focus, the Criteria for segment reporting are not met. Therefore, the Company does not provide segment-wise financial

reporting, as there are no separate reportable segments within the organization.

CSR

The company has allocated significant funds to its CSR initiatives, focusing on education and healthcare. A total of g0.05 Cr was spent on promoting education, supporting students in Mumbai, Maharashtra. For healthcare and medical relief, g0.25 Cr was contributed, also in Mumbai, Maharashtra, through the Sheth Public Charitable Trust. Additionally, g0.005 Cr was donated to the Blind Organisation of India. These efforts reflect a strong commitment to societal benefit, addressing Critical needs in education and healthcare to improve quality of life within the local community. The total CSR contribution for FY24 was g0.30 Cr.

Human Resource

Since the very inception of the company, the industrial relation aspect of the company has been very cordial at all locations of the company. The Company believes that manpower is the most valuable primary resource for the growth of the organization. Therefore, the company has recruited competent managerial personnel and taken steps for strengthening their efficiency and competency, through their involvement in the company’s development and by installation of effective systems for improving productivity. It is totally a company run by Professionals.

The Number of permanent employees on the rolls of the Company as on 31st March, 2024 was 111 Nos. as against 120 Nos. on 31st March, 2023.

Internal Financial Controls

The company maintains adequate internal control systems, which provide among other things, reasonable assurance of recording the transaction of its operations in all material respects and of providing protection against significant misuse or loss of Company’s assets. Apart from self-monitoring of internal controls, Internal Auditors have expressed their satisfaction about the adequacy of the control systems and the manner in which the Company is updating / upgrading its systems and procedures. The Audit Committee takes due cognizance of the observations made by the auditors and gives their suggestions for improvement. The suggestions of the Audit Committee further ensure the quality and adequacy of the control systems.

Cautionary Statement

Certain statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company’s operations include labour, material availability, prices, cyclical demand and pricing in the Company’s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factor

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Fiberweb india Limited Annual Report 2023-24

NOTICE

Notice is hereby given that the 39th Annual General Meeting of the Members of Fiberweb (India) Limited will be 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 transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2024 together with the Reports of the Board of Directors and Statutory Auditor thereon.

2. To appoint a director in place of Mr. Pravin V. Sheth (DIN: 00138797) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a director in place of Mr. Rajesh U. Shukla (DIN: 08690226) who retires by rotation and being eligible offers himself for re-appointment.

NOTICE

NOTES:

1. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (‘Act’) setting out material facts concerning the business with respect to Item Nos. 5 forms part of this Notice. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking appointment/ re-appointment at this Annual General Meeting (‘Meeting’ or ‘AGM’) is furnished as Annexure 1 to this Notice.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING) IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The Instrument appointing Proxy, in order to be effective should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 Hours before the commencement of the Annual General Meeting.

4. Re-appointment of Statutory Auditors

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the recommendation of the Audit Committee, M/s. Akshay Kirtikumar & Associates LLP, Chartered Accountants, having Firm Registration No - 138182W/ W100760 be and are hereby re appointed as the Statutory Auditors of the Company for the second consecutive term of five years, from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting to be held in the year 2029, to examine and audit the accounts of the Company at such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”

SPECIAL BUSINESS:

1. To approve the continuation of Mr. Pravin V. Sheth (DIN: 00138797) as a Chairman Emeritus, Non-Executive, NonIndependent Director of the Company, pursuant to provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To consider, and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members be and is hereby accorded for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797) as a Chairman Emeritus, ‘Non-Executive, Non-Independent Director’ of the Company, liable to retire by rotation.”

“RESOLVED FURTHER THAT any of the director and / or Company Secretary of the Company be and is hereby authorised to do all such acts, deed, things and matters as they may consider necessary, expedient or desirable for giving effect to the foregoing resolution.”

By order of the Board of Directors For Fiberweb (India) Limited Krutika Shah (Gada) Company Secretary ACS Membership No: 56481

Place: Mumbai Date: 12th August, 2024

Registered Office:

Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: fiberweb@fiberwebindia.com Website: www.fiberwebindia.com

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENTOF THE TOTAL PAID UPSHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

1. Corporate Members intending to send their authorized representative(s) to attend the Meeting in terms of Section 113 of the Companies Act, 2013, are requested to send the Company a certified true copy of the Board Resolution authorizing such representative to attend and vote on their behalf at the Meeting.

2. In case of joint holders attending the meeting, only such a joint holder who is higher in the order of names will be entitled to vote.

6. E-VOTING

In compliance with Section 108 of the Act, read with the corresponding rules, Regulation 44 of the LODR Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (e-voting) facility provided by the Link Intime India Private Limited. (RTA). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the ‘Instructions for e-voting’ section which forms part of this Notice.

The Board has appointed Mr. Ritesh Sharma of M/s R & J Co, Practicing Company Secretary (Membership No. ACS 55260), as the scrutinizer ( “Scrutinizer” ) for conducting the e-voting process in a fair and transparent manner.

1. The facility for voting during the AGM will also be made available. Members present in the AGM who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through poll papers during the AGM.

2. Members holding shares either in physical or dematerialized mode, as on cut-off date, i.e. September 19, 2024, may cast their votes electronically. The e-voting period commences on Tuesday, September 24, 2024 (9:00 a.m. IST) and ends on Thursday, September 26, 2024 (5:00 p.m. IST). The e-voting module will be disabled by RTA thereafter. Members will not be allowed to vote again on any resolution on which vote has already been cast.

3. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. September 19, 2024. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

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Fiberweb india Limited Annual Report 2023-24

NOTICE

1. Any person who acquires shares and become member of the Company after dispatch of the notice and holding shares as on the cut-off date may obtain the login ID and password by sending a request at rnt.helpdesk@linkintime.co.in or issuer / RTA.

2. In compliance with the Circulars, the Integrated Annual Report for 2023-24, the Notice of the 39th AGM, and instructions for e-voting are being sent through electronic mode to those members whose email addresses are registered with the Company / depository participant(s) (DP).

3. Mr. Bhavesh P. Sheth, Mrs. Soniya P. Sheth and Mr. Pravin V. Sheth are related to each other. Hence, they are interested in the item Nos. 2 and 5. The inter relation between them is mentioned in the explanatory statement. Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in any other business set out in the Notice.

4. The relevant details as required under Regulation 36(3) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and clause 1.2.5 of the Secretarial Standard on General Meeting (“SS-2”) of the persons seeking appointment /re-appointment as Directors /Directors are provided in Annexure to this Notice.

14. BOOK CLOSURE

The Register of Members and Share Transfer Books of the Company will be closed from Friday, September 20, 2024 to Friday, September 27, 2024 (both days inclusive) pursuant to provisions of Section 91 of Companies Act, 2013,

15. TRANSFER OF SHARES PERMITTED IN DEMAT FORM ONLY:

As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), securities of listed companies can be transferred only in dematerialised form with effect from 1st April, 2019, except in case of transmission or transposition of securities. Further, SEBI vide its Circular dated 25th January, 2022, has mandated that securities shall be issued only in dematerialised mode while processing duplicate/ unclaimed suspense/ renewal/ exchange/ endorsement/ sub division/ consolidation/ transmission/ transposition service requests received from physical securities holders. In view of the above and to eliminate risk associated with physical shares and to avail various benefits of dematerialisation, Members are advised to dematerialise their shares held in physical form.

Members are accordingly requested to get in touch with any Depository Participant having registration with SEBI to open a Demat account or alternatively, contact Link Intime (India) Private Limited to seek guidance in the demat procedure. Members may also visit website of depositories viz. National Securities Depository Limited at https://nsdl.co.in/faqs/ faq.php or Central Depository Services (India) Limited at https://www.cdslindia.com/ Investors/open-demat. html for further understanding the demat procedure. The relevant documents referred above to in any of the items of the Notice are available for inspection by the members at the Registered Office of the Company on any working day during the business hours of the Company upto the date of the meeting and at the meeting.

16. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT:

In accordance with the MCA General Circular Nos. 20/2020 dated 5th May, 2020 and 10/2022 dated 28th December, 2022 and SEBI Circular No. SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023, the financial statements (including Board’s Report, Auditors’ Report or other documents required to be attached therewith) for the Financial Year ended 31st March, 2024 pursuant to section 136 of the Act and Notice calling the AGM pursuant to section 101 of the Act read with the Rules framed thereunder, such statements including the Notice of AGM are being sent only in electronic mode to those Members whose e-mail addresses are registered with the Company/RTA or the Depository Participant(s). The physical copies of such statements and Notice of AGM will be dispatched only to those shareholders who request for the same. Members are requested to register/update their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company or RTA by following due procedure. A copy of the Notice of this AGM along with Annual Report for the FY 2023-2024 is available on the website of the Company at https://www.fiberwebindia.com, website of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

NOTICE

1. Members who hold shares in dematerialized form are requested to bring their CLIENT ID AND DP ID numbers for easy identification of attendance at the meeting. Only bona fide members of the Company whose names appear on the Register of Members / Proxy holders, in possession of valid attendance slips duly filled and signed along with the identity proof will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.

2. Members seeking any information with regard to accounts of the Company are requested to send their queries so as to reach the registered office at least 10 days before the meeting to enable the management to keep the information ready for clarification.

3. Members holding shares in physical form and who have not updated their e-mail ids with the Company are requested to update their e-mail ids by writing to the RTA at rnt.helpdesk@linkintime.co.in along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Driving License, Voter Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised (demat) mode are requested to register/update their e-mail addresses with the relevant DPs.

4. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a Green Initiative in Corporate Governance and allowed companies to serve documents to its shareholders through electronic mode. Members are requested to support this green initiative by registering/updating their e-mail address, in respect of shares held in dematerialized from with their respective Depository Participants and in respect of shares held in physical form with company/its Share Transfer Agents.

5. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders. The shareholders who are holding shares in physical form and are desirous of availing this facility may kindly write to the Company’s Share Transfer Agent, M/s. Link Intime India Private Limited, C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400083 for nomination form quoting their folio number. Shareholders holding shares in the dematerialized form may contact their Depository Participant for recording nomination in respect of their shares.

22. Norms for furnishing of PAN, KYC, Bank details and Nomination:

Pursuant to SEBI Circular no. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated March 16, 2023, issued in supersession of earlier circulars issued by SEBI bearing nos. SEBI/HO/MIRSD/MIRSDRTAMB/P/CIR/2021/655 and SEBI/HO/MIRSD/ MIRSDRTAMB/P/CIR/2021/687 dated November 3, 2021 and December 14, 2021, respectively, SEBI has mandated all listed companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securities. The folios wherein any one of the cited documents/details is not available on or after October 1, 2023, such folios shall be frozen by the RTA. However, the security holders of such frozen folios shall be eligible:

• To lodge any grievance or avail any service, only after furnishing the complete documents/details as mentioned above;

• To receive any payment including dividend, interest or redemption amount (which would be only through electronic mode) only after they comply with the above stated requirements.

The forms for updation of PAN, KYC, Bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI Circular are available on our website at https://fiberwebindia.com//

In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The Company has completed the process of sending letters to the Members holding shares in physical form in relation to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs.

Further, Members holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of their folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, after December 31, 2025.

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Fiberweb india Limited Annual Report 2023-24

NOTICE

23. SCRUTINISER FOR E-VOTING:

Mr. Ritesh Sharma of M/s R & J Co, Practicing Company Secretary (Membership No. ACS 55260) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner

24. The Equity Shares of the Company are listed at the following stock exchange:

NOTICE

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001

Individual Shareholders holding securities in demat mode with CDSL:

National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051.

The listing fees to the above exchanges have been paid.

25. The route map showing directions to reach the venue of the AGM is annexed.

The instructions for shareholders voting electronically are as under:

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

• b) Click on New System Myeasi

• c) Login with user id and password

• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with NSDL:

OR

METHOD 1 - If registered with NSDL IDeAS facility

Users not registered for Easi/Easiest

Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

• c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/ myeasitoken/Registration/EasiestRegistration

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided Login ID and password.

• d) After successful login, user able to see e-voting menu.

OR

User not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp “

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

• a) Visit URL: https://www.cdslindia.com/

• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

• a) Visit URL: https://www.evoting.nsdl.com/

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

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Fiberweb india Limited Annual Report 2023-24

NOTICE

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

• d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non Individual Shareholders holding securities

in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

NOTICE

1. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

2. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

• f) While first login, entity will be directed to change the password and login process is completed.

• Click on “ Sign Up ” under ‘ SHARE HOLDER ’ tab and register with your following details: -

STEP 2 –Investor Mapping

A. User ID:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. DOB/DOI : Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/ MM/YYYY format)

• D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  • Shareholders holding shares in physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

  • Shareholders holding shares in NSDL form* , shall provide ‘D’ above

  • Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘ SHARE HOLDER ’ tab.

• Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘ Submit ’.

Cast your vote electronically:

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

• b. ‘Investor’s Name - Enter full name of the entity.

• c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

• d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

• d) Click on Submit button and investor will be mapped now.

• e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

1. After successful login, you will be able to see the notification for e-voting. Select ‘ View ’ icon.

2. E-voting page will appear.

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Fiberweb india Limited Annual Report 2023-24

NOTICE

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on ‘Votes Entry’ tab under the Menu section.

• c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

• d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution ’ file link).

• f) After selecting the desired option i.e., Favour / Against, click on ‘Submit’.

• g) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

NOTICE

==> picture [506 x 29] intentionally omitted <==

----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote. linkintime.co.in

• Click on ‘ Login ’ under ‘ SHARE HOLDER ’ tab and further Click ‘ forgot password? ’

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) You will be able to see the notification for e-voting in inbox.

• c) Select ‘ View ’ icon for ‘ Company’s Name / Event number ‘. E-voting page will appear.

• d) Download sample vote file from ‘Download Sample Vote File’ option.

• e) Cast your vote by selecting your desired option ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ option.

• f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certifcate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Benefciary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote. linkintime.co.in

• Click on ‘ Login ’ under ‘ Corporate Body/ Custodian/Mutual Fund ’ tab and further Click ‘ forgot password? ’

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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Fiberweb india Limited Annual Report 2023-24

NOTICE

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

ANNEXURE 1

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Annexures to the Notice

Item No 2

Place: Mumbai Date: 12th August, 2024

Registered Office:

Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210

CIN: L25209DD1985PLC004694 E-mail: fiberweb@fiberwebindia.com Website: www.fiberwebindia.com

By order of the Board of Directors For Fiberweb (India) Limited

Krutika (Shah) Gada Company Secretary ACS Membership No: 56481

Proposal:

Mr. Pravin V. Sheth (DIN: 00138797), the Non Executive Non-Independent Director of the Company is liable to retire by rotation and being eligible, has offered himself for re appointment. Brief resume of Mr. Pravin V. Sheth, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to his resignation from listed entities in the past three years, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Annual Report.

A Profile of Mr. Pravin V. Sheth

Mr. Pravin V. Sheth (DIN: 00138797) (aged 85 years) was appointed as a Member of the Board effective August 01, 2007. He is B.Com. LL.B., F.C.A. Practicing Chartered Accountant. He is expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. He is former director on the local board of Citibank in India. He has over three decades of experience in the plastic processing industry.

Terms and conditions of re-appointment

Mr. Pravin V. Sheth has been appointed as a Non-Executive Director of the Company and is liable to retire by rotation.

Board Meeting Attendance and Remuneration during FY2023-2024

Mr. Pravin V. Sheth attended four (4) Board Meetings that were held. Mr. Pravin V. Sheth, is being paid sitting fees for attending the meetings of the Board thereof.

Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel

Mr. Pravin V Sheth is the spouse of Mrs Soniya Sheth and father of Mr Bhavesh Sheth.

Shareholding in the Company

Mr. Pravin V. Sheth hold 35,54,873 (Equity) Shares of the Company as on 31-03-2024.

Bodies Corporate in which Mr. Pravin V. Sheth holds Directorships and Committee positions Directorship

Directorship

Fiberweb (India) Limited

Kunststoffe Industries Limited

Parijat Private Limited

Star Developers Private Limited

Committee positions

Member of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Kunststoffe Industries Limited

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Fiberweb india Limited Annual Report 2023-24

ANNEXURE 1

Listed Entities from which Mr. Pravin V. Sheth has resigned as Director in past 3 years: None

Item no 3

ANNEXURE 1

M/s. Akshay Kirtikumar & Associates LLP have consented to their appointment as the Statutory Auditors and have confirmed that the appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed as the Statutory Auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder.

Proposal:

Mr. Rajesh U. Shukla (DIN: 08690226), the Non Executive Non-Independent Director of the Company is liable to retire by rotation and being eligible, has offered herself for re appointment. Brief resume of Mr. Rajesh U. Shukla, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which she holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to her resignation from listed entities in the past three years, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Annual Report.

Akshay Kirtikumar & Associates LLP has been in the profession for over 10 years and provide services which include assurance, risk advisory, taxation, corporate finance etc. They have good experience in the field of audit.

None of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution at Item No. 4 of the accompanying Notice.

Based on the recommendation of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No.4 of the Notice for approval by the Members.

Item No 5

B Profile of Mr. Rajesh U. Shukla

Mr. Rajesh U. Shukla (DIN: 08690226) (aged 60 years) was appointed as a Member of the Board effective February 06, 2020. He is graduate in commerce. He possesses varied experience in trading and marketing.

Terms and conditions of re-appointment

Mr. Rajesh U. Shukla (DIN: 08690226) has been appointed as an Executive Director of the Company and is liable to retire by rotation.

Board Meeting Attendance and Remuneration During FY2023-2024

Mr. Rajesh U. Shukla attended all four (4) Board Meetings that were held. Mr. Rajesh U. Shukla shall not be paid sitting fees for attending the meetings of the Board thereof.

Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel

None

Shareholding in the Company

NIL

Bodies Corporate in which Mr. Rajesh U. Shukla holds Directorships and Committee positions

Directorship

1. Fiberweb (India) Limited

Pursuant to sub-regulation (1A) of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members by way of a Special Resolution is necessary for appointment / continuation of any Non-Executive Director who has attained the age of 75 (Seventy Five) years. Mr. Pravin V. Sheth is a Non-Executive, Non-Independent Director, of the Company liable to retire by rotation. Brief profile of Mr. Pravin V. Sheth is given below for reference of the member: Mr. Pravin V. Sheth Age: 85 years, Qualification: B.Com. LL.B., F.C.A. Practicing Chartered Accountant, Nature of expertise: Expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for last 31 years. Name of other Companies in which also holds directorship: 1) M/s. Kunststoffe Industries Ltd., 2) M/s. Parijat Pvt. Ltd., 3) M/s. Star Developers Pvt. Ltd. Name of Companies in which he holds Membership/Chairmanship: Chairman of Fiberweb (India) Ltd.

The Nomination and Remuneration Committee of the Board of Directors has recommended the continuation of appointment of Mr. Pravin V. Sheth as a “Non-Executive, Non-Independent Director,” of the Company, considering his vast experience, expertise and immense contribution in the growth of the Company since its incorporation, the Members are, therefore, requested to grant their approval by way of a Special Resolution for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797) as a ‘Non-Executive, Non-Independent Director’ of the Company, liable to retire by rotation.

Mr. Pravin V. Sheth and Mrs. Soniya Pravin Sheth are related as husband and wife. Mr. Bhavesh P. Sheth, son of Mr. Pravin V. Sheth being related may be deemed to be interested in the said resolution set out at Item No. 5 of the Notice, to the extent of his shareholding interest, if any, in the Company.

Save and except Mr. Pravin V. Sheth and his relatives, to the extent of their shareholding interest, if any in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 6 of the Notice.

The Board recommends the Special Resolution set out at Item Nos. 5 of the Notice for approval of the members

Listed Entities from which Mr. Rajesh U. Shukla has resigned as Director in past 3 years: None

Item No 4

The Members at the Thirty Forth Annual General Meeting (‘AGM’) of the Company held on September 26, 2019, had approved the appointment of M/s. Akshay Kirtikumar & Associates LLP, Chartered Accountants, having Firm Registration No - 138182W/ W100760, as the Statutory Auditors of the Company to hold office till the conclusion of the Thirty Ninth AGM.

After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company (‘Board’) has, based on the recommendation of the Audit Committee, proposed the reappointment of M/s. Akshay Kirtikumar & Associates LLP, as the Statutory Auditors of the Company, for the second consecutive term of five years from the conclusion of Thirty Nineth AGM till the conclusion of the Forty Fourth AGM of the Company to be held in the year 2029, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors.

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ANNEXURE 1

Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Secretarial Standard 2, in respect of the Director seeking appointment/ re-appointment.

Name of the Director	Mr. Pravin V. Sheth
DIN	00138797
Date of Birth	19th August, 1939
Date of appointment	30th September, 2018
Qualifcation	B.Com. LL.B., F.C.A. Practicing Chartered Accountant
Nature of Expertise	Expert in feld of Finance, Management, Accounting, Auditing, Taxation and Law also having good knowledge about plastic industries for last 30 years.
Directorship held in other Public and Private Companies	- Star Developers Pvt. Ltd., - Parijat Pvt. Ltd., - Kunststoffe Industries Limited
List of Membership/ Chairmanship of the Committees* of other Board as at 31st March, 2024	Member of Audit, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Kunststoffe In- dustries Limited
Shareholding in Fiberweb (India) Limited as on 31st March, 2024	35,54,873 equity shares
Relationship between directors inter-se	Mr. Pravin V. Sheth and Mrs. Soniya Pravin Sheth are relat- ed as husband and wife. Mr. Bhavesh P. Sheth is son of Mr. Pravin V. Sheth.
Terms and Conditions of appointment	As per Nomination and Remuneration Policy of the Company
Listed entities from which Director resigned in the past three years	None

By order of the Board of Directors For Fiberweb (India) Limited

Krutika (Shah) Gada Company Secretary ACS Membership No: 56481

Place: Mumbai Date: 12th August, 2024

Registered Office:

Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: fiberweb@fiberwebindia.com Website: www.fiberwebindia.com

BOARDS’ REPORT

Dear Shareholders,

Your directors are pleased to present their Report together with the audited financial statements of your Company for the year ended 31st March, 2024.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

(`In Lakhs)

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2023-2024 2022-2023
Particulars
Standalone Standalone
Net Sales 8599.66 6,611.35
Other Income 89.58 126.80
Total Income 8689.24 6,738.15
Expenses
Operating Expenditure 4731.21 3,959.33
Changes in inventories of finished goods and work-in-process and stock-in-trade (121.14) 348.60
Employee benefits expenses 448.94 272.86
Depreciation and amortization expense 399.11 236.21
Finance Cost 101.65 61.26
Other expenses 2393.37 1819.99
Profit / (loss) from operations before extra ordinary items and tax 736.10 39.90
Extraordinary Items - 92.77
Profit/(loss) after Extraordinary Items and before tax 736.10 (52.87)
Tax Expense: Current Tax 2.14 0
Deferred tax (credit) /charge 5.82 (34.35)
lncome-Tax of Earlier Year 1.18 11.42
Net Profit / (loss) for the period 726.94 (29.93)
----- End of picture text -----

BUSINESS OUTLOOK:

The technical textile industry is an ever-evolving space that is increasingly facing pressure from environmental and sustainability perspectives. The technical textile industry has experienced unprecedented growth over the last few years and in coming years, it is likely to be higher than ever before. In 2023 and 2024, the world of technical textile saw major shifts in production, demand, and solutions. The past decade has seen immense growth in production - particularly with regard to technical textile. This surge of technical textile production has led to a rise in demand for innovative solutions - such as biodegradable plastic material that could mitigate the vast amounts of plastic waste currently plaguing our environment.

The company is undergoing the Spunlace project (Biodegradable) of Rs 160 Crore. The project will become commercial and production will start in 2025. This project will over smart top line by nearly Rs. 250 Crores with high profitability.

This year has been quite encouraging on yearly basis. The Profit for the year ending 31.03.2024 is Rs. 736.10 Lacs as against Loss of Rs. 52.87 Lacs in previous year. Net Profit after Tax is Rs. 726.96 Lacs against Loss of Rs. 29.93 Lacs in previous year.

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Fiberweb india Limited Annual Report 2023-24

BOARDS’ REPORT

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

CONCLUSION:

The technical textile industry has more room to grow in the near future; potentially taking it to new heights where incredible levels of innovation could become commonplace within a wider range of applications.

The advancements in technology and improvements in cost management has allowed technical textile manufacturers to capitalize on these opportunities by offering high quality products at competitive prices. As an example, biodegradable plastics have been gaining traction due its ability to reduce waste and pave paths towards more responsible consumption patterns making it an unprecedented opportunity for companies wishing to capitalize on sustainability efforts or better yet, create new opportunities altogether.

BOARDS’ REPORT

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:

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 2023-2024 till the date of this Report, which would affect the financial position of your Company.

We hope with constant monitoring, your Company will be able to achieve better revenue in next year.

SUBSIDIARY OF THE COMPANY:

The Company does not have any Subsidiary as on 31st March, 2024.

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, 2024.

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, 2024.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2024 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.

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, 2024.

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.

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

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:

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.

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.

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Fiberweb india Limited Annual Report 2023-24

BOARDS’ REPORT

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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.

During the year the Company received NIL complaints. As on this date of this report, there are no complaints received by/ pending with the Company under POSH Act.

BOARDS’ REPORT

• (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, Non-Executive and Independent Directors.

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 a term of 5 years from the conclusion of the 34th Annual General Meeting (AGM) held on 26th September, 2019 until the conclusion of this AGM of the Company.

On expiry of their first term, the board recommends the ordinary resolution for re-appointment of M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/W100760) for the second consecutive term of five years, from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting to be held in the year 2029 to examine and audit the accounts of the Company.

Further, the Auditors’ Report for FY 2023-2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma, Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of the Company. The Company has annexed to this Board’s Report as Annexure V, a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Ritesh Sharma has been submitted to the Stock Exchanges and is annexed to this Board’s Report.

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.

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

RETIREMENT BY ROTATION:

In terms of Section 152 of the Act, Mr Pravin V. Sheth and Mr. Rajesh U Shukla retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for their reappointment.

Mr Pravin V. Sheth and Mr. Rajesh U Shukla 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.

Appointment/Re-appointment

Mr Dhrupal Shah and Mr Mithilesh Dubey were appointed as Non-Executive Independent directors of the company w.e.f 11th August, 2023.

Mr Bhadresh Shah and Mr Gopal Rana retired from the directorship of the company w.e.f 28/09/2023 due to expiry of their term. They are no longer associated with the company.

Except above, 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 fulfil 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.

KEY MANAGERIAL PERSONNEL:

PERFORMANCE EVALUATION

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:

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, Independent Directors and Chairman of the Company was carried out. Pursuant to the provisions of the Act and the Listing Regulations, the NRC formulated criteria for effective evaluation of the performance of the Board, its Committees and Individual Directors.

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BOARDS’ REPORT

Accordingly, the performance evaluation of the Board, its committees and individual Directors was carried out by the NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors.

The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.

All Directors of the Company as on 31st March 2024 participated in the evaluation process. The evaluation exercise for the financial year, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. Suggestions have been noted for implementation. The Directors expressed their satisfaction with the evaluation process.

Evaluation of Committees:

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee’s recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board:

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee (“GNRC”) of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

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 Non-Executive 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, 2024, 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;

BOARDS’ REPORT

• That the Directors have prepared the annual accounts for the financial period ended 31st March, 2024 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.

Policy on Directors’ Appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

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 2024, four Board Meetings were held on the following dates: 30th May, 2023, 11th August, 2023, 04th November, 2023 and 06th February, 2024. 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 38th AGM of the Company was held on Thursday, 28th September, 2023 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210.

The 39th AGM of the Company will be 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.

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

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BOARDS’ REPORT

to effectively and reasonably perform their duties.

The Board usually met 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, 2024, the Committee comprises of three Directors viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Chidambar Rege and Mrs. Soniya P. Sheth. All 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.

During the year, Mr. Sorabh Gupta was appointed as a Chairman of the Audit Committee effective 11th August, 2023.

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.

BOARDS’ 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.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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, 2024.

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:

The Company has in place a process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, along with the justification are provided to the Audit Committee in terms of the Company’s

Policy on Materiality of and on Dealing with Related Party Transactions and as required under SEBI Master Circular Number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023. All Related Party Transactions entered during the year were in the ordinary course of business and on an arm’s length basis.

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:

Details of Loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

Your Company has been at the forefront of helping people through impactful CSR projects that have addressed critical issues of our time. CSR for a business includes being responsible for its business processes and products, and engaging in accountable relationships with its employees, customers, and the community. Your Company has built its reputation as a good corporate citizen by not only doing good business, but also by driving positive change in society.

For your Company, CSR is not only about adhering to statutory and legal compliances but also creating social and environmental value for its stakeholders thus contributing to build an equal and future-ready nation. Your Company has a vibrant CSR portfolio that primarily serves weaker sections of society and help them to earn their livelihood. For the Financial Year 2023-2024, your Company continued to focus on providing education and provide the medical assistance to the people.

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

Accordingly, your Company has spent 30.50 Lakhs towards the CSR activities during FY24.

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, 2024, about 96.07% shareholding representing 2,76,59,035 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:

As on 31st March, 2024 there were no inter-se transfer of shares among promoters which is carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.

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BOARDS’ REPORT

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, 2024. Their Certificate is annexed to this Directors’ Report.

ANNEXURE – I

ANNEXURE TO DIRECTOR’S REPORT

DETAILS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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 director’s 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.

The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration during the Financial Year 2023-2024 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 are as under:

Sr. No	Name of Director/KMP	Designation	Remuneration of Director/ KMP for the Financial Year 2023- 24 (Including Perquisite)	% increase in Remuneration in the Financial Year (Including Perquisite)	Ratio of Remuneration of each Director to median remuneration (Including perquisite) of employees for the Financial Year 2023-24
			Rs. in Lacs	%	Times
1	Mr Pravin V Sheth	Chairman Emeritus	-	-	-
2	Mr Bhavesh P Sheth	Non Executive Director	-	-	-
3	Mrs Soniya P Sheth	Non Executive Director	-	-	-
4	Mr Vinod Kumar Beswal	Independent Director	-	-	-
5	Mr Chidambar Rege	Independent Director	-	-	-
6	Mr Sorabh Gupta	Independent Director	-	-	-
7	Mr Dhrupal Shah	Independent Director	-	-	-
8	Mr Mithilesh Dubey	Independent Director	-	-	-
9	Mr Rajesh Shukla	Executive Director	5.23	10.57%	4.73
10	Mr Mukesh Pandya	Chief Financial Offcer	18.24	4.05%	17.53
11	Ms Krutika Shah (Gada)	Company Secretary	6.25	14.26%	5.47

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express and place on record their appreciation for the continued supp ort, 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

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year:

The median remuneration of employees of the Company during the Financial Year was Rs. 1.15 lakhs and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year is provided in the above table

2. The percentage increase in the median remuneration of employees:

Place: Mumbai Date: 12th August, 2024

Registered Office:

Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: fiberweb@fiberwebindia.com

Soniya P. Sheth Pravin V. Sheth Director Director DIN: 02658794 DIN: 00138797

In the Financial Year, there was an increase of 1.65 % in the median remuneration of employees

3. The number of permanent employees on the rolls of Company

There were 111 permanent employees on the rolls of the Company as on 31st March, 2024.

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year.

Average percentage increase made in the salaries of employees other than the managerial personnel in the Financial Year i.e. 2023-2024 was 1.65% whereas the increase in the managerial remuneration for the Financial Year 2023-2024 was 1.18 %

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ANNEXURE – I

5. Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the remuneration paid is as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.

Notes:

1. Remuneration includes salaries, house rent allowance, personal allowance, ex-gratia, performance allowance , leave travel assistance, encashment of leave, medical expenses/ allowances, accident insurance premium, Company’s Contribution to Provident and Superannuation funds and the monetary value of perquisites calculated in accordance with the provisions of the Income-tax Act, 1961 and the Rules made there under and excludes provision for retiring gratuity for which separate figure is not available.

2. The above employees are not relative of any Director of the Company.

For and on behalf of the Board of Directors

Pravin V. Sheth Director DIN: 00138797

Place: Mumbai Date: 12th August, 2024

Annexure II

CORPORATE SOCIAL RESPONSIBILITY

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES FOR THE FINANCIAL YEAR 2023-2024

1. Brief outline on CSR Policy of the Company:

The Company’s responsible business practice include being responsible for our business processes, products and engaging in responsible relations with employees, customers, and community. Hence, for the Company, CSR goes beyond just adhering to statutory and legal compliance and creating social and environmental value while supporting the Company’s business objectives and reducing operating costs; and at the same time enhancing relationships with key stakeholders and customers. Be future-ready, and create value for our stakeholders and communities around the world, to enable them to rise. Our objective is to help the weaker communities living in the vicinity with health, food and necessary things to prosper in all walks of life.

2. Composition of the CSR Committee:

Sr. No	Name of Director/KMP	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mr. Chidambar A. Rege	Chairman, Independent Director	4	4
2	Mr. Sorabh Gupta (w.e.f 11.08.2023)	Member, Independent Director	4	4
3	Mrs. Soniya P. Sheth	Member, Non-Executive Non-Independent Director	4	4

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

Composition of the CSR committee shared above and is available on the Company’s website on: http://www.fiberwebindia. com

CSR policy – http://www.fiberwebindia.com

CSR projects – http://www.fiberwebindia.com

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) – Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. Average net profit of the company as per section 135(5): Rs. 1057.83 Lakhs

7. (a) Two percent of average net profit of the company as per section 135(5): Rs. 21.16 Lakhs

• (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

• (c) Amount required to be set off for the financial year, if any: NIL

• (d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 21.16 Lakhs

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Fiberweb india Limited Annual Report 2023-24

Annexure II

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (in ` ): Rs. 30.50 Lakhs

Amount Unspent (in ` ): NIL

• (b) Details of CSR amount spent against ongoing projects for the financial year: NIL

Annexure II

10. In case of creation or acquisition of capital asset, furnish -the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Not Applicable

For Fiberweb (India) Limited

• (c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1)	(2)	(3)	(4)	(5)	(5)	(6)	(7)	(8)	(8)
Sl. No.	Name of the Project	Item from the list of activities in schedule VII to the Act	Local area (Yes/ No)	Location of the project.		Amount spent for the project	Mode of imple- menta- tion	Mode of implementation - Through implementing agency
				State	District	(in`)	- Direct (Yes/ No)	Name	CSR registration number
1.	Promoting Education (Support to Students)	Education Schedule VII (ii)	Yes	Mumbai, Maharashtra		5,00,000	No	Sheth Public Charitable Trust	1.
2.	Promoting Healthcare	Health care/ Medical Relief Schedule VII (i)	Yes	Mumbai, Maharashtra		25,00,000	No	Sheth Public Charitable Trust	2.
3.	Promoting Healthcare	Health care/ Medical Relief Schedule VII (i)	Yes	Mumbai, Maharashtra		50,000	No	Blind Organisation of India	3.

Pravin V. Sheth Director DIN: 00138797

Place: Mumbai Date: 12th August, 2024

Chidambar A. Rege Chairman of the Corporate Social Responsibility Committee DIN: 01707700

• (d) Amount spent in Administrative Overheadxxs: NIL

• (e) Amount spent on Impact Assessment, if applicable: Not Applicable

• (f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs 30.50 Lakhs

• (g) Excess amount for set off, if any: NIL

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

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----- Start of picture text -----

Sl. Preceding Amount transferred Balance Amount Amount trans- Amount Deficiency, if
No. Financial to any fund specified spent in the ferred to Unspent remaining to any
Year under reporting CSR Account
Schedule VII as per Financial under section
section 135(6), (in ) Year (in ) 135 (6) (in ₹)
3. NIL NIL NIL NIL NIL NIL
----- End of picture text -----

• (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

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Fiberweb india Limited Annual Report 2023-24

Annexure III

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members of,

Fiberweb (India) Limited

Airport Road, Kadaiya Village,

Daman – 396210 (U. T.)

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Fiberweb (India) Limited having CIN: L25209DD1985PLC004694 and having registered office at Airport Road, Kadaiya Village, Daman – 396210 (U. T.) (hereinafter referred to as ‘the Company’), produced before us in electronic mode by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ln our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

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----- Start of picture text -----

Sr. Name of the Director DIN Date of appointment
No. in company
----- End of picture text -----

Sr. No.	Name of the Director	DIN	Date of appointment in company
1	Pravin Vrajlal Sheth	00138797	01/08/2007
2	Bhavesh Pravin Sheth	02862487	30/01/2010
3	Soniya Pravin Sheth	02658794	30/03/2015
4	Vinod Kumar Beswal	00120095	12/08/2022
5	Chidambar Arvind Rege	01707700	30/04/2009
6	Rajesh Umashankar Shukla	08690226	06/02/2020
7	Sorabh Gupta	05124195	28/05/2021
8	Dhrupal Shah	10270991	11/08/2023
9	Mithilesh Dubey	06756709	11/08/2023

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Annexure IV

To,

The Board of Directors,

Fiberweb (India) Limited

CERTIFICATE

(Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015)

We, the undersigned in our respective capacities as Chief Executive Officer and the Chief Financial Officer of Fiberweb (India) Limited (“ the Company ”) to the best of our knowledge and belief hereby certify that:

• a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31st March, 2024 and that to the best of our knowledge and belief, we state that:

• i. these statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading;

• ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

• b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative to the Code of Conduct adopted by the Company.

• c. We hereby declare that all the members of the Board of Directors have confirmed compliance with the Code of Conduct of the Company.

• d. We are responsible for establishing and managing internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to the financial reporting of the Company and we have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.

• e. We have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:

• i. Significant changes, if any, in internal control over financial reporting during the year;

• ii. Significant changes, if any, in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

• iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Company’s internal control system over the financial reporting.

Yours Faithfully

For Fiberweb (India) Limited

For M/s. R & J CO Practising Company Secretary

Ritesh Sharma Partner M. NO. A55260 C. P. NO. 20742 * UDIN No.: A055260F000434969

Mr. Rajesh Shukla Chief Executive Officer

Place: Mumbai Date: 21.05.2024

Mr. Mukesh Pandya Chief Financial Officer

Place: Mumbai Date: 21/05/2024

• Note: Unique Document Identification Number (UDIN) is generated for this certificate and same is reported to the Institute of Company Secretaries of India and the UDIN is issued in accordance with the applicable provisions of the ICSI Unique Document Identification Number (UDIN) Guidelines, 2019.

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Fiberweb india Limited Annual Report 2023-24

Annexure V

FORM NO. MR -3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Annexure V

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable as the Company has not delisted its equity shares from any Stock Exchange during the financial year under review

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable as the Company has not bought back any of its securities during the financial year under review.

• (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• (vi) Other laws specifically applicable to the Company, namely;

To,

The Members, FIBERWEB (INDIA) LIMITED Airport Road, Kadaiya Village, Nani Daman,Daman- 396210.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Fiberweb (India) Limited herein after called “ the Company ”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We have examined the papers, minute books, forms, returns filed and other records maintained by the Company provided to us for the financial year ended on 31st March, 2024. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

The Audit has been conducted for the financial year ended on 31st March, 2024 in accordance with the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made there under:

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.:

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable to the Company during the audit period]

• (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable to the Company during the audit period]

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; [Not applicable to the Company during the audit period]

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as the Company is not registered as a Registrar to an issue and Share Transfer Agent

• Factories Act, 1948

• Industrial Disputes Act, 1747

• Payment of Wages Act, 1936

• The Minimum Wages Act, 1948

• Employees’ State Insurance Act, 1948

• The Payment of Bonus Act, 1965

• Payment of Gratuity Act, 1972

• The Maternity Benefit Act, 1961

• The Child Labour (Prohibition and Regulation) Act, 1986

• The Industrial Employment (Standing Orders) Act, 1946

• The Employees’ Compensation Act, 1923 (earlier known as Workmen’s Compensation Act, 1923) 12. Equal Remuneration Act, 1976

• The Environment (Protection) Act, 1986

• The Environment (Protection) Rules, 1986

• The Hazardous Wastes (Management, Handling And Trans boundary Movement) Rules, 2008

• The Water (Prevention & Control of Pollution) Act, 1974

• Water (Prevention & Control of Pollution) Rules, 1975

• The Air (Prevention & Control of Pollution) Act, 1981

• The Air (Prevention & Control Of Pollution) Rules, 1982

• Sale of Goods Act, 1930

• Income Tax Act, 1961

• Central Excise Act, 1944

• Central Excise Rules, 2002

• Central Sales Act, 1956

• Service Tax Rules, 1994

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Fiberweb india Limited Annual Report 2023-24

Annexure V

1. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

2. Customs Act, 1962

3. Wealth Tax Act, 1957

4. The Employee Provident Fund And Miscellaneous Provision Act, 1952

5. The Trade Union Act, 1926.

6. The Special Economic Zones Act, 2005.

The management of the Company has informed us that other than the Acts as mentioned above, there is no industry specific law which is applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

• (ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange, National Stock Exchange of India Limited and the Ahmedabad Stock Exchange.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and as such there has been no change in the composition of the Board of Directors of the Company during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

ANNEXURE A’

To,

The Members, FIBERWEB (INDIA) LIMITED Airport Road, Kadaiya Village, Nani Daman,Daman- 396210.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For M/s. R & J Co

Mr. Ritesh Sharma Practising Company Secretary M. No. A55260 COP No.: 20742 UDIN: A055260F000982461

Date: 12th August, 2024 Place: Mumbai

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that; during the period under review

The board at its meeting held on 11th August, 2023 approved the appointment of Mr Dhrupal Shah and Mr Mithilesh Dubey as Independent Directors of the company

For M/s. R & J Co

Mr. Ritesh Sharma Practising Company Secretary Date: 12th August, 2024 M. No. A55260 COP No.: 20742 Place: Mumbai UDIN: A055260F000982461

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.

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Fiberweb india Limited Annual Report 2023-24

ANNUAL SECRETARIAL COMPLIANCE REPORT

(Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

OF

FIBERWEB (INDIA) LIMITED FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024

ANNUAL SECRETARIAL COMPLIANCE REPORT

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.

• (c) Additional affirmations to be given by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)pursuant to BSE & NSE vide Notice no. 20230316-14 and Circular Reference No. NSE/CML/ 2023/21 dated March 16, 2023 are provided below:

We, R & J Co, Practising Company Secretaries, have examined:

• (a) all the documents and records made available to us and explanation provided by Fiberweb (India) Limited [“the listed entity”],

• (b) the filings/ submissions made by the listed entity to the stock exchanges,

• (c) website of the listed entity,

• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2024 (“Review Period”) in respect of compliance with the provisions of :

• i. the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

• ii. the Securities Contracts (Regulation) Act, 1956 [“SCRA”], rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• A. Securities and Exchange Board of India [Listing obligations and Disclosure Requirements) Regulations, 2015;

• B. Securities and Exchange Board of India (lssue of Capital and Disclosure Requirements) Regulations, 2018;

• C. Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers) Regulations, 2017;

• D. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during the period under review

• E. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity ) Regulations, 2021 – Not applicable to the Company during the period under review

• F. Securities and Exchange Board of India (lssue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the period under review

• G. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and circulars/guidelines issued thereunder;

And based on the above examination, we hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-

==> picture [506 x 97] intentionally omitted <==

----- Start of picture text -----

Sl. Compliance Reguation/ Deviations Action Type Details Fine Observations/ Management Remarks
No. Requirement Circular Taken of of Amount Remarks of Responsez
(Regulations/ No. by Action Violation the Practicing
circulars/ Company
guidelines Secretary
including
specific clause)
1 NA NA NA NA NA NA NA NA NA NA
----- End of picture text -----

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----- Start of picture text -----

Sr. Particulars Compliance Observation /
No Status Remarks by PCS
(Yes/ No/
NA)
----- End of picture text -----

Sr. No	Particulars	Compliance Status (Yes/ No/ NA)	Observation / Remarks by PCS
1	Secretarial Standard: The compliances of the Listed Entity are in accordance with the Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notifed by the Central Government under Section 118(10) of the Companies Act, 2013 and mandatorilyapplicable	Yes	The Listed Entity has dulycompliedwith all the applicable secretarial standards under Companies Act, 2013
2	Adoption and timely updation of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of Board of Directors of the Listed Entities. • All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations / circulars /guidelines issued bySEBI.	Yes Yes	The Listed Entity has updated applicable policies under SEBI Regulations and the same are in conformity with SEBI Regulations and has been reviewed.
3	Maintenance and Disclosures on Website: • The Listed Entity is maintaining afunctionalwebsite • Timelydisseminationof the documents/information under a separate section on the website • Web-links provided in annual Corporate Governance reports under Regulation 27(2) are accurate and specifc which redirects to the relevant document(s) section of the website.	Yes	The Listed Entity has maintained and disclose all the required details on Website https:/www.fberwebindia. com/as per Regulation 46 of SEBI (LODR), 2015.
4	Disqualifcation of Director: None of the Director of the Company are disqualifed under Section - 164 of Companies Act, 2013	Yes	None of the Director of the Listed Entity are disqualifed under Section 164 of Companies Act, 2013.
5	To examine details related to Subsidiaries of listed entities: (a) Identifcation of Material Subsidiary Companies. (b) Requirements with respect to disclosure of material as well as other subsidiaries.	Not Applicable	The Listed Entity does not have any subsidiary company
6	Preservation of Documents: The Listed Entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.	Yes	The Listed Entity hasmaintained proper records of all the documents as prescribed under SEBI Regulations
7	Performance Evaluation: The Listed Entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every fnancial year as prescribed in SEBI Regulations.	Yes	The Listed Entity has duly conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every fnancialyear.

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Fiberweb india Limited Annual Report 2023-24

ANNUAL SECRETARIAL COMPLIANCE REPORT

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----- Start of picture text -----

Sr. Particulars Compliance Observation /
No Status Remarks by PCS
(Yes/ No/
NA)
----- End of picture text -----

Sr. No	Particulars	Compliance Status (Yes/ No/ NA)	Observation / Remarks by PCS
8	Related Party Transactions: (a) The Listed Entity has obtained prior approval of Audit Committee for all Related Party Transactions. (b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confrmation whether the transactions were subsequently approved/ ratifed/ rejected bythe Audit Committee.	Yes NA	The Listed Entity has obtained prior approval of Audit Committee for all Related Party transactions except as provided in clause (b).
9	Disclosure of events or information: The Listed Entity has provided all the required disclosure(s) under Regulation - 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed there under.	Yes	The Listed Entity has complied with the requirement of Disclosure and Information under Regulation 30 of SEBI (LODR), 2015
10	Prohibition of Insider Trading: The Listed Entity is in compliance with Regulation - 3(5) & 3(6) SEBI(Prohibition of Insider Trading)Regulations, 2015.	Yes	The Listed Entity has duly complied with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
11	Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the Listed Entity/ its Promoters/ Directors/ Subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through Various Circulars) under SEBI Regulations and Circulars/ Guidelines issued thereunder.	Yes	The Company is not in receipt of any Such notices from SEBI or Stock Exchange (including under the Standard Operating Procedures issued by SEBI Various through Circulars) under SEBI Regulations and Circulars / Guidelines issued thereunder.
12	Additional Non-Compliances, if any: No any Additional Non-Compliance observed for all SEBI Regulation/Circular/Guidance Note etc.	NA	NA

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMDl/114/2019 dated 18th October, 2019:

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----- Start of picture text -----

Sr. Particulars Compliance Observation /
No Status Remarks by
(Yes/ No/ NA) PCS
1 1. If the auditor has resigned within 45 days from the end of a quarter of a financial Not Applicable NIL
----- End of picture text -----

Sr. No	Particulars	Compliance Status (Yes/ No/ NA)	Observation / Remarks by PCS
1	1. If the auditor has resigned within 45 days from the end of a quarter of a fnancial	Not Applicable	NIL
	year, the auditor before such resignation, has issued the limited review/audit report for such quarter; or 2. If the auditor has resigned within 45 days from the end of a quarter of a fnancial year, the auditor before such resignation, has issued the limited review/audit report for suchquarter as well as the nextquarter;or
	3. If the auditor has signed the limited review/audit report for the frst three quarters of a fnancial year, the auditor before such resignation, has issued the limited review/audit report for the last quarter of such fnancial year as well as the audit report for such fnancialyear

ANNUAL SECRETARIAL COMPLIANCE REPORT

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----- Start of picture text -----

Sr. Particulars Compliance Observation /
No Status Remarks by
(Yes/ No/ NA) PCS
2 Other conditions relating to resignation of statutory auditor Not Applicable NIL
----- End of picture text -----

Sr. No	Particulars	Compliance Status (Yes/ No/ NA)	Observation / Remarks by PCS
2	Other conditions relating to resignation of statutory auditor	Not Applicable	NIL
	1. Reporting of concerns by Auditor with respect to the Listed Entity/its material subsidiary to the Audit Committee: a. In case of any concern with the management of the Listed Entity/ material subsidiary such as non-availability of information/non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the Listed entity and the Audit Committee shall receive such concern directly and immediately without specifcally waiting for the quarterly Audit Committee meetings. b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where proposed resignation is due to non-receipt of information/explanation from the company, the auditor has informed the Audit Committee the details of information / Explanation sought and not provided by the management, as applicable. c. The Audit Committee/Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. 2. Disclaimer in case of non-receipt of information: The Auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specifed by ICAI/NFRA, in case where the listed entity has not provided information as required by the auditor.
3	The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specifed in Annexure A in SEBI Circular CIR/CFD/ CMD1/114/2019 dated 18th October,2019	Not Applicable	NIL

(e) The listed entity has taken the following actions to comply with the observations made in previous reports:

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----- Start of picture text -----

Sl. Compliance Reguation/ Deviations Action Type Details of Fine Observations/ Management Remarks
No. Requirement Circular Taken of Violation Amount Remarks of Response
(Regulations/ No. by Action the Practicing
circulars/guidelines Company
including specific Secretary
clause)
- - - - - - - - -
----- End of picture text -----

For R & J C0 PRACTISING COMPANY SECRETARY

RITESH SHARMA PARTNER MEMBERSHIP NO. 55260 CP. NO. 20742 * UDIN No.: A055260F000463789

Date: 28th May, 2024 Place: Mumbai

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Fiberweb india Limited Annual Report 2023-24

ANNEXURE VI

FORM NO. AOC -2

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis –

There were no contracts or arrangements or transactions entered into during the year ended on 31st March, 2024, which were not at arm’s length basis.

1. Details of contracts or arrangements or transactions at Arm’s length basis –

There were no material contracts or arrangements or transactions for the year ended 31st March, 2024, as per the provisions of the Companies Act, 2013. Thus, this disclosure is not applicable.

For and half of the board

Pravin V. Sheth Director & Chairman Emeritus DIN: 00138797

REPORT ON CORPORATE GOVERNANCE:

Fiberweb (India) Limited (‘ the Company ’) has always practiced corporate governance of the highest standards and endeavors to implement the corporate governance practices in its true spirit. The philosophy of the Company on corporate governance is to ensure transparency in all its operations, provide disclosures, and enhance stakeholder value without compromising in any way on compliance with the laws and regulations. The Company believes that corporate governance brings sustained growth and long-term benefits for all its stakeholders.

Company’s Philosophy on Code of Corporate Governance:

The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients in the Company and the unquestioned integrity of all personnel involved or related to the Company. Corporate Governance contains a set of principles, process and systems to be followed by directors, Management and all Employees of the Company for increasing the shareholders’ value, keeping in view the interest of other stakeholders. While adhering to the above, the Company is committed to integrity, transparency, accountability and compliance with laws in all its dealings with shareholders, employees, the Government, customers, suppliers and other stakeholders.

The Management’s commitment to these principles is reinforced through the adherence of all Corporate Governance practices which forms part of the Regulation Nos. 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time [‘ Listing Regulations ’]. The Company has also adopted the Code of Conduct for its Directors and Senior Management Personnel. The Company has in place a Code or Fair Disclosure and Conduct as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015 which has been amended from time to time.

Board of Directors:

• Composition of Board of Directors

The composition of the Board of your Company is in conformity with the provisions of the Companies Act, 2013 (“the Act”) and Regulation 17 of the Listing Regulations. As on March 31, 2024, the Board comprises of 9 (Nine) Directors out of which 5 (Five) are Non-Executive Independent Directors, 3 (Three) are Non-Executive Non- Independent Directors and 1 (One) Executive Director.

Agenda papers of the Board’s and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for an effective and well-informed decision making during the meetings.

The composition of the Board of Directors and also the number of other Companies of which he/ she are a Director and Member/ Chairman as on March 31, 2024, are as under:

**Name of the Director **	Category of Director	No. of shares held in the Company as on 31st	No. of Board meetings attended	No. of Directorship in Public Companies	No. of Directorship in Public Companies as on 31st March, 2024*	No. of Directorship in Public Companies as on 31st March, 2024*	Attendance at last AGM held on 28th September, 2023
		March, 2024	during FY24	as on 31st March, 2024*	Chairman	Member
Mr. Pravin V. Sheth	Chairman Emeritus, Non-Executive & Non- Independent Director	3554873	4	2	0	2	Yes
Mr. Bhavesh P. Sheth	Non-Executive & Non- Independent Director	6249596	2	1	0	0	Yes
Mrs. Soniya P. Sheth	Non-Executive & Non- Independent Director	11000	4	2	0	2	Yes
Mr. Vinod Beswal	Non-Executive & Non- Independent Director	0	4	2	1	0	No

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Fiberweb india Limited Annual Report 2023-24

REPORT ON CORPORATE GOVERNANCE:

REPORT ON CORPORATE GOVERNANCE:

BOARD PROCEDURE:

**Name of the Director **	Category of Director	No. of shares held in the Company as on 31st	No. of Board meetings attended	No. of Directorship in Public Companies	No. of Directorship in Public Companies as on 31st March, 2024*	No. of Directorship in Public Companies as on 31st March, 2024*	Attendance at last AGM held on 28th September, 2023
		March, 2024	during FY24	as on 31st March, 2024*	Chairman	Member
Mr. Chidambar A. Rege	Non-Executive & Non- Independent Director	0	1	1	0	2	No
Mr. Rajesh Umashankar Shukla	Non-Executive & Non- Independent Director	0	4	1	0	0	Yes
Mr. Sorabh Gupta	Non-Executive & Non- Independent Director	0	4	1	2	0	Yes
Mr Dhrupal Shah	Non-Executive & Non- Independent Director	4500	1	1	0	0	No
Mr Mithilesh Dubey	Non-Executive & Non- Independent Director	0	2	1	0	0	Yes

* Excludes Directorships held in Private Limited Companies, Foreign Companies and Section 8 companies (having charitable objects etc.) and includes directorship in Fiberweb (India) Limited.

** In accordance with Regulation 26 of the Listing Regulations, Chairmanships/Memberships of only Audit Committee and Stakeholders Relationship Committee of all Public Limited Companies, whether listed or not, has been considered including that of Fiberweb (India) Limited.

Mr. Pravin V. Sheth is the father of Mr. Bhavesh P. Sheth and husband of Mrs. Soniya P. Sheth. None of the other Directors have any inter-se relation among themselves.

None of the Directors on the Board hold directorships in more than 10 public companies. Further, none of them is a member of more than 10 committees or chairman of more than 05 committees across all the public companies in which he or she is a Director. Further, none of the Independent Directors on the Board are serving as an Independent Director in more than 07 listed entities.

The particulars of Directors, who are proposed to be re-appointed at the ensuing AGM, are given in the Notice convening the AGM.

As per amended SEBI Listing Regulations, the details of directorships of the directors are tabulated as under:

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----- Start of picture text -----

Sr Name of Director Names of listed entities in which Category of Directorship
No Directorship held other than this
company
----- End of picture text -----

Sr No	Name of Director	Names of listed entities in which Directorship held other than this company	Category of Directorship
1	Mr. Pravin V. Sheth	Kunststoffe Industries Limited	Non-Executive Director
2	Mrs. Soniya P. Sheth	Kunststoffe Industries Limited	ManagingDirector
3	Mr. Bhavesh P. Sheth	None	None
4	Mr. Vinod Beswal	Pudumjee Paper Products Limited	Non-Executive Independent Director
5	Mr. Rajesh U. Shukla	None	None
6	Mr. Chidamabar A. Rege	None	None
7	Mr. Sorabh M. Gupta	None	None
8	Mr. Dhrupal Shah	None	None
9	Mr. Mithilesh Dubey	None	None

The Board meets at least once every quarter to review the quarterly performance and the financial results. The Board’s role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance with statutory requirements, major accounting provisions and write-offs are considered by the Board. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies.

ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING:

During the year under review, four meetings of the Board were held on the following dates:

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Sl. Name of VPresence at Board Meeting No. of Atten- % of
No Director 30 May 11 Aug 04 Nov 06 Feb Meetings Dance Attendance
2023 2023 2023 2024 Held
----- End of picture text -----

Sl. No	Name of Director	VPresence at Board Meeting	VPresence at Board Meeting	VPresence at Board Meeting	VPresence at Board Meeting	No. of Meetings Held	Atten- Dance	% of Attendance
		30 May 2023	11 Aug 2023	04 Nov 2023	06 Feb 2024
1	Mr. Pravin V. Sheth	Yes	Yes	Yes	Yes	4	4	100
2	Mrs. Soniya P. Sheth	Yes	Yes	Yes	Yes	4	4	100
3	Mr. Bhavesh P. Sheth	No	Yes	No	Yes	4	2	50
4	Mr. Vinod Beswal	Yes	Yes	Yes	Yes	4	4	100
5	Mr. Chidamabar A. Rege	Yes	No	No	No	4	1	25
6	Mr. Rajesh U. Shukla	Yes	Yes	Yes	Yes	4	4	100
7	Mr. Sorabh M. Gupta	Yes	Yes	Yes	Yes	4	4	100
8	Mr Dhrupal Shah	NA	NA	No	Yes	2	1	50
9	Mr Mithilesh Dubey	NA	As Invitee	Yes	Yes	2	2	100

The maximum gap between two Board Meetings held during the year was not more than 120 days.

The 38th Annual General Meeting was held on 28th September, 2023.

Major functions of the Board:

The Company has clearly defined the roles, functions, responsibility, and accountability of the Board of Directors. In addition to its primary role of monitoring corporate performance, the major functions of the Board comprise:

• Approving corporate philosophy;

• Reviewing and approving strategic and business plan;

• Reviewing and approving financial plans and budgets;

• Monitoring corporate performance against such strategic and business plans;

• Review of Business risk issues;

• Ensuring ethical behaviour and compliance with laws and regulations;

• Reviewing and approving borrowing limits.

Directors’ profile:

Mr. Pravin V. Sheth Age: 85 years, Qualification: B.Com. LL.B., F.C.A. Practicing Chartered Accountant, Nature of expertise: Expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for over 30 years. Name of the Companies in which also holds directorship. 1) M/s. Fiberweb (India) Ltd 2) M/s Kunststoffe Industries Limited 3) M/s. Star Developers P. Ltd. and 4) M/s. Parijat Pvt. Ltd. Name of companies in which he holds Membership/ chairmanship: Chairman of Fiberweb (India) Ltd. He is spouse of Mrs. Soniya P. Sheth and father of Mr. Bhavesh P. Sheth. He holds membership in Audit committee and Stakeholders Relationship Committee in Kunststoffe Industries Limited.

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REPORT ON CORPORATE GOVERNANCE:

Mr. Bhavesh P. Sheth (N.R.I.) Age: 60 years, Qualification: C.A. Nature of expertise: Financial Systems & other Software Development and implementation experience, Business development, an organization strategy experience, Business process, Re-engineering, Management consulting and project management. Name of the Companies in which he also holds Directorship: 1) Fiberweb (India) Limited. Name of the Companies in which he also holds Membership/Chairmanship: None. He is son of Chairman & Director Mr. Pravin V. Sheth.

Mrs. Soniya P. Sheth Age: 39 years, Qualification: M. A., Nature of Expertise: She is Interior Decorator, Investment consultant & Dynamic professional also having good marketing experience. Name of Company in which she holds Directorship: 1) Fiberweb (India) Limited 2) Kunststoffe Industries Ltd. 3) Stallion Breweries Ltd. 4) Chemical & Alkali Distributors Ltd. 5) Parijat Pvt. Ltd. 6) Star Developers Pvt. Ltd. 7) Gayatri Pipes & Fittings Private Limited. She is spouse of Chairman & Director Mr. Pravin V. Sheth. She is Managing Director in Kunststoffe Industries Limited. She holds membership in Audit committee and Stakeholders Relationship Committee in Fiberweb (India) Limited

Mr. Vinod Kumar Beswal, Age: 69 years; Qualification: Chartered Accountant. He has over four decades of rich and varied experience in Tax and Financial Matters. Mr. Vinod Beswal holds independent directorship in two companies viz. 1) Fiberweb (India) Limited 2) Pudumjee Paper Products Ltd He also holds directorship in Kunal Consultancy Private Limited and Jalaram Mercantiles Private Limited. He holds Chairmanship of Audit Committee of Pudumjee Paper Products Limited.

Mr. Chidambar A. Rege Age: 59 years. Qualification: Engineering & Management. Nature of expertise: Engineering & Plastics with the Management & Business working experience as professional with leading industries in plastics at higher management level. Mainly expertise in global Marketing with knowledge of financial field. Name of the Companies in which he holds Directorship: 1) Fiberweb (India) Limited 2) Star Developers Private Limited 3) AM Entertainment And Broadcasting Private Limited 4) AM Globalhub Pvt Ltd 5) AM Realty Private Limited and 6) AM Hygiene (International) Private Limited. Name of the companies in which he also hold Membership/Chairmanship: Member of share transfer cum stakeholder relations Committee and Audit Committee of Fiberweb (India) Ltd.

Mr. Sorabh M. Gupta Age: 56 years. Qualification: Bachelor in Science from Allahabad University. He has studied Political Science at Institute of Advance Studies, Meerut. He has also studied M.Phil in Public Administration from Institute of Advance Studies, Meerut. He has experience in Financial Market and Investment Banking. Name of companies in which he holds Directorship: 1) Fiberweb (India) Ltd 2)ARG Management Solutions Private Limited and 3) Trans Constructions & Consultancy Private Limited. Name of companies in which he holds Membership/Chairmanship: Chairman of stakeholder relations Committee and Audit Committee of Fiberweb (India) Ltd.

Mr. Rajesh U Shukla Age: 59 years. Qualification: B.Com. Graduation. He is having vast experience in Trading and Marketing. Name of companies in which he holds Directorship: 1)Fiberweb (India) Limited. Name of companies in which he holds Membership/ Chairmanship: None.

Mr. Dhrupal B Shah Age: 40 years. Qualification: B.E (CIVIL) - Nirma Institute, Ahmedabad; M TECH - CEPT University, Ahmedabad. He is a proprietor of Milestone Construction Company. He looks after technical and civil work and has a reasonable knowledge and experience in Accounting and Financial Matters.. Name of companies in which he holds Directorship: 1) Fiberweb (India) Limited. Name of companies in which he holds Membership/Chairmanship: None.

Mr. Mithilesh Dubey Age: 38 years. Qualification: B.A. in German (Hons.). He is expertise in Educational Training, Finance and Management. Name of companies in which he holds Directorship:1) Fiberweb (India) Limited 2) IPromise Training & Placement Private Limited and 3) V2gether International Language Academy Private Limited. Name of companies in which he holds Membership/Chairmanship:

Meeting of Independent Directors:

During the year under review, the Independent Directors met on 25th March, 2024 inter alia to discuss:

• Overall operations

• Business Strategy

• Medium/Long-term plans including diversifcation plans

• Overall performance of the Senior Management and their succession plan

REPORT ON CORPORATE GOVERNANCE:

• Performance of non-independent Directors and the Board as a whole;

• Performance of the Chairperson of the company, taking into account the views of executive Directors 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.

Pursuant to the requirements of the Listing Regulations and Schedule IV of the Companies Act, 2013 on Code of Conduct of the Independent Directors, the Independent Directors had reviewed and evaluated the performance of Non-Independent Directors and the Board as a whole and the same was found satisfactory. Further, pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended, the Independent Directors have also furnished a declaration to the effect that they have included their names in the Database maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors:

Periodically, the Company provides familiarization programmes to the Independent Directors to enable them to understand the business of the Company. At the meetings of the Board of Directors held on quarterly basis, presentations on the important aspects of the industry and business, client related, financials and Marketing performance are made. The Management also endeavors to apprise the Directors regarding their responsibilities in case of change/amendment to the Rules and Regulations.

The details of the familiarisation programmes have been displayed on the Company’s website and its weblink is www.fiberwebindia.com.

Skills/Expertise/Competence of the Board of Directors:

The list of core skills / expertise / competencies identified by the Board of Directors required in the context of the Company’s business for it to function effectively and those available with the Individual Board members are as under:

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Core skills / expertise / Pravin Bhavesh Soniya Vinod Rajesh Sorabh Chidamber Dhrupal Mithilesh
competencies Sheth Sheth Sheth Kumar Shukla Gupta Rege Shah Dubey
Beswal
----- End of picture text -----

Core skills / expertise / competencies	Pravin Sheth	Bhavesh Sheth	Soniya Sheth	Vinod Kumar Beswal	Rajesh Shukla	Sorabh Gupta	Chidamber Rege	Dhrupal Shah	Mithilesh Dubey
Industry knowledge / experience
Experience of business and the Market dynamics	Y	Y	Y	Y	Y	-	-	-	-
Awareness of the applicable laws	Y	Y	Y	Y	Y	Y	Y	Y	Y
International experience in managing businesses	Y	Y	-	-	-	-	-	-	-
Experience in managing risks associated with the business	Y	Y	-	Y	Y	Y	Y	-	-
Governance Skills:
Practical experience in best practices pertaining to transparency, accountability and corporate governance	Y	Y	Y	Y	Y	Y	Y	Y	Y
Technical skills/ expertise:
Specialized knowledge in an area or subject such as accounts, fnance, auditing, marketing, construction, legal, strategy, engineering, etc	Y	Y	Y	Y	Y	Y	Y	Y	Y

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Fiberweb india Limited Annual Report 2023-24

REPORT ON CORPORATE GOVERNANCE:

Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company. Also SS-3 “Dividend” will be followed by the Company as and when applicable.

Directors’ interest in the company:

Sometimes, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Company’s business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.

Inter-se relationships among Directors:

Mrs. Soniya P. Sheth is spouse of Mr. Pravin V. Sheth and Mr. Bhavesh P. Sheth is son of Mr. Pravin V. Sheth. Mrs. Soniya P. Sheth is step mother of Mr. Bhavesh P. Sheth.. Except for these, there are no inter-se relationships among the Directors.

COMMITTEE MEETING:

1. Audit Committee

REPORT ON CORPORATE GOVERNANCE:

At the invitation of the Company, Director, Statutory Auditor, Internal Auditor, Accounts Manager and Chief Financial Officer also attended the meeting to answer and clarify queries raised at the Committee meetings.

The Company Secretary of the Company acts as the Secretary to the Committee.

The Chairman of Audit committee was present at 38th Annual General Meeting of the Company held on 28th September, 2023.

Mr Vandit Shah tendered the resignation as Internal Auditors of the company w.e.f 01/04/2024. The Board of Directors has appointed M/s. A.V. Jobanputra & Co, Chartered Accountant, as Internal Auditors for the FY 24-25 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee also receives the report on compliance under the SEBI (Code of Conduct for Prohibition of Insider Trading) Regulations, 2015. Further, Compliance Reports under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Whistle Blower Policy are also placed before the Committee.

Terms of Reference of Audit Committee inter alia include the following:

• (1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• (2) Recommendation for appointment, remuneration and terms of appointment of statutory auditors of the Company

BROAD TERMS OF REFERENCE:

The terms of reference of the Audit Committee are in order to cover the matters specified under revised Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/ removal of Auditors, reviewing of company’s results, evaluation of Independent Directors performances and all such other terms of reference as enumerated on the company’s website at www.fiberwebindia.com.

• (3) Approval of payment to statutory auditors, including cost auditors, for any other services rendered by them

• (4) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

• (a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

COMPOSITION:

• (b) Changes, if any, in accounting policies and practices and reasons for the same;

The Audit Committee comprises of three Directors, out of three, 2 are non-executive and Independent Directors, 1 is non-executive and non-Independent Director. All these Directors possess knowledge by corporate finance, accounts and company law.

During the financial year 2023-2024, Four Audit Committee Meetings were held on 29/05/2023, 10/08/2023, 03/11/2023 and 05/02/2024. The Composition of Audit Committee and attendance of each Committee member as on 31/03/2024 is as under:

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Name of the Audit Committee Member Designation No. of Committee No. of Committee
Meetings held Meetings attended
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Name of the Audit Committee Member	Designation	No. of Committee Meetings held	No. of Committee Meetings attended
Mr Sorabh Gupta (w.e.f 11/08/2023) Non-Executive & Independent Director	Chairman	4	2
Mr. Chidambar A. Rege Non-Executive & Independent Director	Member	4	4
Ms. Soniya P. Sheth Non-Executive & Non-Independent Director	Member	4	4

The board at its meeting held on 11th August, 2023 have reconstituted the committees where the board members appointed Mr. Sorabh Gupta as Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

• (c) Major accounting entries involving estimates based on the exercise of judgment by management

• (d) Significant adjustments made in the financial statements arising out of audit findings;

• (e) Compliance with listing and other legal requirements relating to financial statements

• (f) Disclosure of any related party transactions; and

• (g) Qualifications/ Modified opinion(s) in the draft audit report;

• (5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• (6) Monitoring and reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, and so on), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter

• (7) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

• (8) Approval or any subsequent modification of transactions of the Company with related parties

• (9) Scrutiny of inter-corporate loans and investments

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REPORT ON CORPORATE GOVERNANCE:

• (10) Valuation of undertakings or assets of the Company, wherever it is necessary

• (11) Evaluation of internal financial controls and risk management systems

• (12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• (13) Reviewing with the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• (14) Discussion with internal auditors of any significant findings and follow-up thereon;

• (15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• (16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern

• (17) To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• (18) To review the functioning of the whistle blower mechanism;

• (19) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

• (20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. The audit committee shall mandatorily review the following information:

• (1) The Management Discussion and Analysis of financial condition and results of operations

• (2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• (3) Management letters / letters of internal control weaknesses issued by the statutory auditors

• (4) Internal audit reports relating to internal control weaknesses; and

• (5) Reviewing the appointment, removal and terms of remuneration of the Internal auditor.

2. Stakeholders Relationship/Grievance Committee of Directors:

In terms of the requirements under the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 20 read along with Paragraph B of part D of Schedule II of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company had re-constituted “Stakeholders Relationship/Grievance Committee” in place of erstwhile “Shareholders’ / Investors’ Grievances and Share Transfer Committee”, under the Chairmanship of Non-Executive Director to monitor and review investor’ grievances including complaint related to transfer of shares, non-receipt of Financial Statements, non-receipt of declared Dividends, to approve share transfer / transmission / transposition of shares / consolidation of folios and to approve issue of duplicate / fresh share certificates on account of requests for duplicate / split / consolidation.

The Board has constituted Stakeholders Relationship / Grievance Committee. As on 31st March, 2024, the committee comprises of non-executive directors of which Mr. Sorabh Gupta is the Chairman and the members of the Committee are Mr. Chidamabar A. Rege and Mrs. Soniya P. Sheth.

REPORT ON CORPORATE GOVERNANCE:

Details of Investor Complaints received and redressed during the year 2023-2024 are as follows:

Opening balance	Received during the year	Resolved during the year	Closing Balance
0	0	0	0

The Committee consists of three Directors and the attendance of each committee member is as under:

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Name of the Committee Member Designation No. of Meeting No. of Meeting
held attended
----- End of picture text -----

Name of the Committee Member	Designation	No. of Meeting held	No. of Meeting attended
Mr. Sorabh Gupta (w.e.f 11.08.2023) Non-Executive &Independent Director	Chairman	4	2
Mr. Chidamber. A. Rege Non-Executive &Independent Director	Member	4	4
Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director	Member	4	4

The board at its meeting held on 11th August, 2023 have reconstituted the committees where the board members appointed Mr. Sorabh Gupta as Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The Stakeholders Relationship Committee ensures the grievances of security holders are resolved in a timely and efficient manner.

The terms of reference of the Stakeholder’s Relationship Committee are in conformity with the requirements of SEBI Listing Regulations and the Act.

Nomination and Remuneration Committee of Directors:

The Committee’s constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

This Committee has powers to recommend / approve remuneration, Identification of Persons who are qualified to become director, recommend to the board their appointment and removal, approve remuneration of Non-Executive Directors and all such and terms of reference as enumerated on the company’s website at www.fiberwebindia.com.

The Composition & Attendance of Nomination and Remuneration Committee as on 31st March, 2024 areas follows:

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Name of the Committee Member Designation No. of Meeting No. of Meeting
held attended
----- End of picture text -----

Name of the Committee Member	Designation	No. of Meeting held	No. of Meeting attended
Mr. Sorabh Gupta (w.e.f 11.08.2023) Non-Executive & Independent Director	Chairman	4	4
Mr. Chidamber. A. Rege Non-Executive &Independent Director	Member	4	4
Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director	Member	4	4

The board at its meeting held on 11th August, 2023 have reconstituted the committees where the board members appointed Mr. Sorabh Gupta as Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

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REPORT ON CORPORATE GOVERNANCE:

The Nomination and Remuneration Committee met four times in a year. The dates of the meeting are: 29/05/2023, 10/08/2023, 03/11/2023 and 05/02/2024.

Terms of Reference of Nomination and Remuneration Committee interalia include the following:

• (1) To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of directors policy relating to, the remuneration for the Directors, Key Managerial Personnel and other employees;

• (2) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors;

• (3) To devise a policy on diversity of Board of Directors;

• (4) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

• (5) To consider extension or continuation of term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

In view of the amended provisions of Section 178 of the Companies Act, 2013, the performance of Board, its committees and each Director (excluding the director being evaluated) has been evaluated by the Board on the basis of engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders etc.

REPORT ON CORPORATE GOVERNANCE:

Board Procedures:

The members of the Board have been provided with the requisite information mentioned in the Listing Regulations 2015, well before the Board Meetings and the same were dealt with appropriately. All the directors who are on various committees are within permissible limits of the Listing Regulations 2015.

Corporate Social Responsibility Committee:

The Board has constituted Corporate Social Responsibility Committee of Directors. All the members of Corporate Social Responsibility Committee have good knowledge and exposure to utilize the company’s resources towards its corporate social responsibility. The Role of the Committee is to formulate and recommend to the Board, a corporate social responsibility policy, recommend the amount of expenditure to be incurred on CSR Projects and Programmes and monitor them.

As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Annual Report on CSR activities of the Company is provided in Annexure II and is attached to the Director’s Report.

During the financial year 2023-2024 four Corporate Social Responsibility Committee Meetings were held on 29/05/2023, 10/08/2023, 03/11/2023 and 05/02/2024.

The Composition of Corporate Social Responsibility Committee and attendance of each Committee member is as under:

The Committee consists of three Directors and the attendance of each committee member is as under:

Remuneration Policy for Key Managerial Personnel and other Employees of the Company:

The Company’s Remuneration Policy for Key Managerial Personnel and other employees is driven by the success and the performance of the Company and the individual & industry benchmarks and is decided by the Nomination and Remuneration Committee. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a highperformance workforce. The Company follows a mix of fixed/ variable pay, benefits and performance related pay.

Performance Evaluation Criteria of Independent Directors:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Remuneration Policy and Details of Remuneration paid:

Executive Directors:

Details of remuneration paid / payable to the Directors for the year ended on 31st March, 2024 (from 01/04/2023 to 31/03/2024) is as follows:

Name	Position held During the year Allowances	Salary & Remuneration/ commission	Perquisites Total
Mr. Rajesh Umashankar Shukla	Executive Director & CEO	Rs. 4,80,000 p.a.	Rs. 43,200 Rs. 5,23,200

There is no performance linked incentives, stock option and pension. The employment is on contractual basis and subject to termination by either party giving to other party three months’ notice.

Non-executive & Independent Directors:

Non-Executive Directors have been paid remuneration by way of sitting fees only during the year for attending the Board Meetings. However they have been given sitting fees @ Rs. 5000/- per meeting for only Board meeting attendance. No Sitting fees for Committee Meetings.

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Name of the Committee Member Designation No. of Meeting No. of Meeting
held attended
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Name of the Committee Member	Designation	No. of Meeting held	No. of Meeting attended
Mr. Chidamabar A. Rege Non-Executive & Independent Director	Chairman	4	4
Mr. Sorabh Gupta Non-Executive &Independent Director	Member	4	2
Ms. Soniya P. Sheth Non-Executive & Non-Independent Director	Member	4	4

The board at its meeting held on 11th August, 2023 have reconstituted the committees where the board members appointed Mr. Sorabh Gupta as Member of Corporate Social Responsibility Committee in place of Mr. Bhadresh Shah.

The Company has complied with the necessary requirements under the Companies Act, 2013 in this regard.

The terms of reference of the CSR Committee broadly comprises:

• To review the Company’s existing CSR Policy and to supervise and monitor the activities undertaken by the Company as specified in CSR Policy and Schedule VII of the Companies Act, 2013.

• To provide guidance on various CSR activities undertaken by the Company.

The web-link to our CSR Policy and the initiatives undertaken by your Company during FY22- 23 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure II to this Report.

Sexual Harassment Committee:

(a) Constitution

The Board has constituted the Sexual Harassment Committee.

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REPORT ON CORPORATE GOVERNANCE:

(b) Composition

The Sexual Harassment Committee was comprised of following 1 Directors of the company and 2 independent person. Mrs. Soniya P. Sheth, Non-executive Non-Independent Director, Mr. Gopalan Ravindran and Ms. Dhwani P. Sheth, Members.

(c) Power of Sexual Harassment Committee:

The committee is authorized to exercise all powers for compliance of the sexual harassment for women at work place (prevention), prohibition and redressal) Act 2013.

During the financial year 2023-2024 four Sexual Harassment Committee Meetings were held on 29/05/2023, 10/08/2023, 03/11/2023 and 05/02/2024. The Composition of Sexual Harassment Committee and attendance of each Committee member is as under: -

The attendance of Sexual Harassment Committee is as under:

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Name of the Committee Member Designation No. of Committee No. of Committee
Meetings held Meetings attended
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Name of the Committee Member	Designation	No. of Committee Meetings held	No. of Committee Meetings attended
Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director	Chairman	4	4
Mr. Gopalan Ravindran Member	Member	4	4
Ms. Dhwani P. Sheth Member	Member	4	4

GENERAL BODY MEETINGS:

Annual General Meeting

The details of Annual General Meetings held during last three years are as follows:-

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AGM Day Date Time Venue
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AGM	Day	Date	Time	Venue
36th	Tuesday	28/09/2021	9.00 a.m.	Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) 396 210
37th	Friday	23/09/2022	9.00 a.m.	Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) 396 210
38th	Thursday	28/09/2023	9.00 a.m.	Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) 396 210

The number and particulars of Special Resolutions which were passed in the last three Annual General Meetings are as follows:

follows:
28/09/2021	1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director 2. Continuation of Mr. Gopalji M. Rana as an Independent Director. 1. Appointment of Mr Sorabh M Gupta as a Non-Executive and Independent Director
23/09/2022	1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director 2. Continuation of Mr. Gopalji M. Rana as an Independent Director. 3. Appointment of Mr Vinod Kumar Beswal as a Non-Executive and Independent Director

REPORT ON CORPORATE GOVERNANCE:

28/09/2023	1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director 2. Appointment of Mr Dhrupal Shah as a Non-Executive and Independent Director 3. Appointment of Mr Mithilesh Dubey as a Non-Executive and Independent Director

Extra Ordinary General Meeting:

No Extra Ordinary General Meeting of the shareholders was held during the financial year ended March 31, 2024.

Postal Ballot Notice:

No Postal Ballot Notice was issued to the Shareholders of the company.

Means of Communication:

• The Board takes on record the audited/ unaudited annual/ quarterly financial results prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS Rules) in the format prescribed under Regulation 33 of the Listing Regulations read with Circular Ref No. CIR/CFD/FAC/62/2016 dated 05 July, 2016 issued by SEBI within prescribed time limit from the closure of the quarter/year and announces the results to all the stock exchanges where the shares of the Company are listed.

• The Company has been publishing the results in the format as prescribed by SEBI in The Economic Times, Savera India Times, Daman, Free Press Journal, and Navshakti within 48 hours of the conclusion of the meeting of the Board in which they are approved.

• The quarterly, half-yearly and annual results of the Company are submitted to the Statutory Auditors of the Company for a limited review/full audit (as applicable) and the report of the Auditors is also filed with all stock exchanges after it is approved by the Board of Directors.

• The Annual General Meeting is the principal forum for face to face communication with shareholders, where the Board responds to the specific queries of the shareholders.

• No presentation was made during the year either to the Institutional Investors or to the analysts.

• Official press release, if any, is placed on the Company’s Website and sent to Stock Exchanges for dissemination.

General Shareholders Information

Annual General Meeting:

Date and time: 27th September, 2024 at 09.00 a.m. (IST)

Venue: Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) 396 210

For details, please refer to the Notice of this AGM. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM.

Dates of Book Closure

: 20/09/2024 to 27/09/2024 (Both days inclusive) : BSE Ltd, Mumbai National Stock Exchange of India Limited : Paid for all above Stock Exchanges as per Listing Regulations : With NSDL and CDSL

Listing on Stock Exchanges Listing Fees Demat Arrangement

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REPORT ON CORPORATE GOVERNANCE:

ISIN No.

: INE 296C01020

Stock Code

: Bombay Stock Exchange 507910 : National Stock Exchange of India Ltd FIBERWEB : Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210. Tel No. 0260- 2221458 Fax No. 0260-2220758 : fiberweb@fiberwebindia.com

Registered Office (Address for correspondence)

Company’s E-Mail ID Company’s Website WORKS (Plant Location)

: www.fiberwebindia.com

: Plot No. 92/93B, 100’ Coastal Highway, Nani Daman, Daman (U.T.) 396 210.

Registrar & Share Transfer Agents

: Link Intime India Private Limited., 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083 Tel No.022- 49186270 / 49186000 E-mail ID: rnt.helpdesk@linkintime.co.in

Share Transfer System

The power to approve the transfer of securities has been delegated by the Board to the Share Transfer Agents. Share transfer requests are processed within fifteen (15) days from the date of receipt.

Compliance Officer

: Ms. Krutika Shah (Gada) Company Secretary& Compliance Officer

Stock Market Data:

High and Low prices & Trading Volumes at BSE and National Stock Exchange of India Limited

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BSE NSE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
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BSE	BSE	BSE	NSE	NSE
Month	High (Rs.)	Low (Rs.)	High (Rs.)	Low (Rs.)
April 2023	34.70	31.30	35.35	31.20
May 2023	37.44	29.66	37.45	29.50
June 2023	34.00	29.67	32.20	29.55
July 2023	32.42	27.17	32.35	27.05
August 2023	33.70	28.40	33.80	29.05
September 2023	36.00	29.91	36.00	29.90
October 2023	37.00	28.00	34.80	29.15
November 2023	33.79	30.61	33.75	31.00
December 2023	36.64	30.66	36.65	30.90
January 2024	43.30	33.50	43.50	33.10
February 2024	45.11	34.27	45.25	34.40
March 2024	38.63	29.99	39.00	29.00

REPORT ON CORPORATE GOVERNANCE:

Source: www.bseindia.com and www.nseindia.com

Distribution of Shareholding as on 31st March, 2024:

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Category of Shareholder Number of Percentage of Total Number of
Shareholders (A+B+C) shares held
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Category of Shareholder	Number of Shareholders	Percentage of (A+B+C)	Total Number of shares held
(A) Shareholding of Promoters & Promoter Group
(1) Indian	5	46.33	13339261
(2) Foreign	0	0.00	0
Total shareholding of Promoter & Promoter Group	5	46.33	13339261
(B) Public Shareholding
(1) Institutions	13	0.19	54084
(2) Non - Institutions.	19914	53.48	15398365
Total Public Shareholding	19927	53.67	15452449
(C) Shares held by custodians	0	0	0
Total (A)+(B)+(C)	19932	100.00	28791710

Shareholding Pattern by size as on 31st March, 2024:

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No. of Equity Shares Shareholders No. of Shares
Number % of holders Number % of shares
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No. of Equity Shares	Shareholders	Shareholders	No. of Shares	No. of Shares
	Number	% of holders	Number	% of shares
1 -500	16256	80.0394	2388798	8.2968
501-1000	2018	9.936	1579719	5.4867
1001-2000	1038	5.1108	1556733	5.4069
2001-3000	314	1.546	802851	2.7885
3001-4000	145	0.7139	516539	1.7941
4001-5000	125	0.6155	587935	2.0420
5001-10000	227	1.1177	1663159	5.7765
10001- and above	187	0.9207	19695976	68.4085
Total	20310	100.00	28791710	100.00

Dematerialization of equity shares:

The shares of the Company have been brought under compulsory demat mode with effect from 30th October, 2000. As on 31st March, 2024, about 96.07% shareholding representing 2,76,59,035 Equity Shares of the Company have been converted into demat form. The Company has executed agreements with both the depositories namely NSDL and CDSL for demat of its shares.

Outstanding GDRs/ADRs/Warrants or any convertible instruments:

The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

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REPORT ON CORPORATE GOVERNANCE:

Foreign Exchange Risk & Hedging activities:

It is the policy of the Company to cover its foreign currency exposure for imports to avoid currency exchange fluctuation.

Name, designation, and address of the Compliance Officer:

Ms. Krutika Shah (Gada)

Company Secretary & Compliance Officer Address – Kiran Building, 128, Bhaudaji Road, Matunga (East), Mumbai -400019 Contact No – 022 4082689 Email ID – fiberweb @fiberwebindia.com

REPORT ON CORPORATE GOVERNANCE:

Certificate from a Practicing Company Secretary on non-disqualification of Directors:

The Company has obtained a Certificate dated 21st May, 2024 from Mr. Ritesh Sharma, Company Secretaries, Mumbai to the effect that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority.

DISCRETIONARY DISCLOSURES:

The status of compliance with non-mandatory recommendations of the Listing Regulations:

Shareholders Rights:

As the quarterly and half yearly, financial results are published in the newspapers and are also posted on

Disclosures:

the Company’s website, the same are not being sent separately to the shareholders.

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

Details of non-compliance by the Company, penalties, structures imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital markets, during the last three years:

There were no non-compliance or penalties levied by Stock Exchange or SEBI during the year.

As on 31st March, 2024, there are no instances of non-compliances by the Company on any matter related to capital market and no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority for noncompliance by the Company.

Related Party Transactions:

The company has adequate policy and procedures to identify and monitor related party transactions including material related party transactions. All transactions entered into with related parties during the financial year were in the ordinary course of business and on arm’s length pricing basis.

The transactions during the financial year 2023-2024, with the related parties have been done in accordance with the provisions as laid down under the Act and SEBI Listing Regulations, 2015. The necessary approvals from the Audit Committee, Board of Directors & Shareholders were obtained, wherever required.

Policy on Related Party Transactions:

In terms of Section 188 of the Companies Act, 2013 read with the Regulation 23 of listing regulations, the Company had formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. During the year under review, the said Policy was amended to reflect the latest amendments in the Companies Act, 2013 and the rules made thereunder.

The Policy is intended to ensure that there is proper approval and reporting of transactions between the Company and its related parties. The Policy, after carrying out the necessary modifications in line with the amendments made from time to time, is placed on the website of the Company www.fiberwebindia.com.

Policy on Board Diversity:

This Policy aims to set out the approach to achieving diversity for the Board of Directors of the Company.

The Company believes that benefits of a professional board that possesses a balance of skills, experience, expertise will enhance the decision-making power of the Board which in turn will benefit the stakeholders of the Company.

Audit Qualification:

The Company’s financial statements for the 23-24 do not contain any audit qualification.

Separate posts of Chairman and Chief Executive Officer:

There is no separate post of Chairperson and Managing Director. Presently, Mr. Pravin V. Sheth is the Chairman and Mr. Rajesh Umashankar Shukla is the CEO and Executive Director of the Company. No person is appointed as Managing Director.

Reporting of Internal Auditors:

Reports of Internal Auditors are placed before the Audit Committee for its review.

Management Discussion and Analysis:

Management Discussion and Analysis forms a part of this Annual Report.

Declaration of Compliance with the Code of Conduct /Ethics:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Code of Conduct for prohibition and prevention of Insider Trading for its designated employees. The code lays down Guidelines and procedures to be followed and disclosures to be made while dealing with equity shares of the Company.

All the Directors and Senior Management have affirmed compliance with the Code of Conduct/Ethics as approved and adopted by the Board of Directors.

ANNEXURE TO CORPORATE GOVERNANCE REPORT

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company’s website.

I confirm that the Company has in respect of the year ended 31 March, 2024, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

Place: Mumbai Pravin V. Sheth Date: 12th August, 2024 Director DIN: 00138797

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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of

Fiberweb (India) Limited

1. We have examined the Corporate Governance report of Fiberweb (India) Limited for the year ended 31st March, 2024 with the relevant records and documents maintained & furnished to us by the Company and as approved by the Board of Directors as stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. The Compliance of conditions on Corporate Governance is the responsibility of the management. Our examination was limited to review of procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

4. On the basis of our review and according to information and explanations provided to us, we certify that the Company has complied with the mandatory conditions of Corporate Governance, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ANNEXURE

DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITHSCHEDULE V (D) OF THE SEBI (LODR), 2015

We directors of the company hereby declare that pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2024.

For and on behalf of the Board of Directors

Fiberweb (India) Limited

Soniya P. Sheth Director DIN: 02658794

Pravin V. Sheth Director DIN: 00138797

For M/s. R & J Co

Date: 12th August, 2024 Place: Mumbai

Mr. Ritesh Sharma Practising Company Secretary M. No. A55260 COP No.: 20742 UDIN: A055260F000982538

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Independent Auditor’s Report

To the Members of Fiberweb (India) Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Fiberweb (India) Limited (‘the Company’), which comprise the standalone balance sheet as at 31 March 2024, the statement of profit and loss (including Other Comprehensive Income, if any), standalone statement of cash flow and standalone statement of changes in equity for the year then ended and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2024, and its profit, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report thereon

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and

Independent Auditor’s Report

design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company’s Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. . Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors;

• Conclude on the appropriateness of management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

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Independent Auditor’s Report

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020(‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, based on our audit we report that;

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

5. c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of accounts;

6. d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

7. e) On the basis of the written representations received from the directors as on 31 March 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

8. f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

9. g) With respect to the other matter to be included in the Auditors’ Report under section 197(16), as amended, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

10. h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

    • i) The Company has disclosed the impact of pending litigation on its financial position as at 31 March 2024 - Refer note 34 to the standalone financial statements;

    • ii) The Company has made provision as at 31 March 2024, as required under the applicable law or Ind AS, for material foreseeable losses, if any, to the standalone financial statements;

Independent Auditor’s Report

• iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

• iv) a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

  • directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

  • provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

• b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

  • directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

    • provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

• c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rule, 2014 as provided under (a) and (b) above, contain any material misstatement; and

• v) The dividend, if any declared or paid during the year by the Company is in compliance with Section 123 of the Act, as applicable.

• vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the year ended 31st march, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1st April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March, 2024.

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760

Akshay Shah Partner Membership No.: 155729 UDIN: 24155729BKESUZ9974

Place: Mumbai Date: 21st May, 2024

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Annexure A to the Independent Auditor’s Report

{Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Fiberweb (India) Limited}

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

• i) In respect of the Company’s Property, Plant and Equipment :

• a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment

  • B. The Company does not have intangible assets hence reporting under clause 3(i)(a)(B) is not applicable.

• b) The Company has a program of physical verification of Property, Plant and Equipment, so as to cover all the assets once every three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, a portion of the Property, Plant and Equipment has been physically verified by the management during the year. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

• c) According to the information and explanations given to us and based on the examination of the registered sale deed / transfer deed / conveyance deed / share certificate / other documents evidencing title, we report that the title deeds of all the immovable properties (other than properties where company is the lessee and the lease agreement are duly executed in favour of the lessee) as disclosed in the standalone financial statements, are held in the name of the Company under Property, Plant and Equipment as at the balance sheet date.

• d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment during the year.

• e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated during the year or are pending against the Company as at 31 March 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

• ii) a) The inventory, except goods-in-transit and goods lying with third parties, has been physically verified by the management at reasonable intervals during the year. The coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and nature of its operation. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account. In respect of inventory lying with third parties at year end, these have substantially been confirmed by them.

• b) According to the information and explanation given to us and on the basis of our examination, the Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company

• iii) According to information and explanations given to us the Company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

• iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.

• v) The Company has not accepted any deposit or amounts which are deemed to be deposits from the public as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder and hence, reporting under clause 3(v) of the Order is not applicable.

Annexure A to the Independent Auditor’s Report

• vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether these are accurate or complete.

• vii) In respect of statutory dues:

• (a) Undisputed statutory dues including provident fund, income tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, cess, professional tax and other material statutory dues, as applicable, the Company is generally been regularly deposited by it with the appropriate authorities.

  • There are no undisputed amounts payable in respect of provident fund, income tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, cess, professional tax and other material statutory dues in arrears as at 31 March 2024 for a period of more than six months from the date they became payable.

• (b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March, 2024 on account of any dispute are given below:

==> picture [466 x 40] intentionally omitted <==

----- Start of picture text -----

Period to
Amounts Forum where the dispute is
Name of the statute Nature of the dues which the
(` in Lakhs) pending
amount relates
----- End of picture text -----

Name of the statute	Nature of the dues	Amounts (` in Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Customs Act, 1962	Anti-dumping duty	152.78	August 2009 to March, 2015	The Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad
Central Excise Act, 1944	Central Excise duty	17.45	August 2009 to March, 2015
Customs Act, 1962	Custom duty	294.85	August 2009 to March, 2015
Income Tax Act, 1961	Income Tax	21.63	A.Y. 2022-23	The Commissioner of Income Tax (Appeals)

• viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

• ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.

• (b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

• (c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

• (d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

• (e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

• (f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable.

• x) (a) The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans during the year. Accordingly, the paragraph 3(x)(a) of the Order is not applicable to the Company.

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Annexure A to the Independent Auditor’s Report

• (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

• xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

• (b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

• (c) We have taken into consideration the whistle blower complaints received by the Company during the year (and upto the date of this report), while determining the nature, timing and extent of our audit procedures.

• xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

• xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with the provisions of Sections 177 and 188 of the Act, where applicable and the details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standard.

• xiv) a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

Annexure A to the Independent Auditor’s Report

any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• xx) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amounts for the year requiring a transfer to a fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of Section 135 of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760

Akshay Shah Partner Membership No.: 155729

UDIN: 24155729BKESUZ9974

Place: Mumbai Date: 21st May, 2024

• b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

• xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any noncash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

• xvi) a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3 (xvi)(a) of the Order is not applicable to the Company.

• b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934 and accordingly the claue 3(xvi)(b) is not applicable.

• c) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(c) of the Order is not applicable.

• d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

• xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditors of the Company during the year.

• xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give

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Annexure B to the Independent Auditors’ Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Fiberweb (India) Limited of even date)

Report on the internal financial controls over financial reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (‘the Act”)

We have audited the internal financial controls with reference to standalone financial statements of Fiberweb (India) Limited (“the Company”) as of 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Annexure B to the Independent Auditors’ Report

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2024, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit on Internal Financial Control over financial reporting (‘the Guidance Note’) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Place: Mumbai Date: 21st May, 2024

Akshay Shah Partner Membership No.: 155729 UDIN: 24155729BKESUZ9974

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.

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Standalone Balance Sheet as at 31 March 2024

` in lakhs, unless stated otherwise

==> picture [505 x 407] intentionally omitted <==

----- Start of picture text -----

Note As at As at
Particulars
No. 31 March 2024 31 March 2023
ASSETS
Non-current assets
Property, plant and equipment 8 11,698.20 10,868.49
Capital-work-in progress 8 0.00 1,003.84
Financial assets
- Investments 9 0.11 0.11
Other non-current assets 10 70.15 70.15
Deferred tax asset (net) 11 151.14 156.96
Total non-current assets 11,919.60 12,099.56
Current assets
Inventories 12 2,245.12 2,384.77
Financial assets
- Trade receivables 13 1,251.62 820.17
- Cash and cash equivalent 14 369.27 492.43
Current tax assets 15 - 60.92
Other current assets 16 1,338.51 1,022.50
Total current assets 5,204.52 4,780.79
TOTAL ASSETS 17,124.12 16,880.35
EQUITY AND LIABILITIES
Equity
Equity share capital 17 2,879.17 2,879.17
Other equity 18 13,255.31 12,528.35
Total Equity 16,134.48 15,407.52
Non-Current liabilities
Financial liabilities
Borrowings 19 686.56 633.96
Current liabilities
Financial liabilities
Trade payables to 20
- Micro, Small and Medium Enterprises - -
- Others 261.04 824.97
Other financial liabilities 21 10.06 10.06
Other current liabilities 22 31.98 3.83
Total Liabilities 989.65 1,472.83
TOTAL EQUITY AND LIABILITIES 17,124.12 16,880.35
----- End of picture text -----

The notes referred to above form an integral part of standalone financial statements As per our report of even date

For and on behalf of the Board of Directors of Fiberweb (India) Limited

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760

Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 24155729BKESUZ9974 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 21 May 2024 Mumbai, 21 May 2024

Standalone Statement of Profit and loss

for the year ended 31 March 2024

==> picture [508 x 409] intentionally omitted <==

----- Start of picture text -----

` in lakhs, unless stated otherwise
Note As at As at
Particulars
No. 31 March 2024 31 March 2023
INCOME
Revenue from operations 23 8,599.66 6,611.35
Other income 24 89.58 126.80
Total income 8,689.24 6,738.15
EXPENSES
Cost of materials consumed 25 4,731.21 3,959.33
Changes in inventories 26 (121.14) 348.60
Employee benefits expenses 27 448.94 272.86
Depreciation and amortisation expenses 8 399.11 236.21
Finance cost 28 101.65 61.26
Other expenses 29 2,393.37 1,819.99
Total expenses 7,953.14 6,698.25
Profit before extraordinary items 736.10 39.90
Exceptional expenses - -
Extraordinary expenses - -
Profit before exceptional items and tax 736.10 39.90
Exceptional Items - -
Profit before extraordinary items and tax 736.10 39.90
Extraordinary Items - 92.77
Profit before tax 736.10 (52.87)
Less:
Current tax 125.00 -
MAT Credit Entitlement (122.86) -
Deferred tax (credit) / charge 5.82 (34.35)
Income Tax of Earlier Years 1.18 11.42
Total comprehensive income 726.96 (29.93)
Earnings per share (Face Value of ₹ 10/- Each) 32
Basic earnings per share (Amount in ₹) 2.52 (0.10)
Diluted earnings per share (Amount in ₹) 2.52 (0.10)
----- End of picture text -----

The notes referred to above form an integral part of standalone financial statements As per our report of even date

For and on behalf of the Board of Directors of Fiberweb (India) Limited

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760

Akshay K. Shah Partner Membership No.: 155729 UDIN: 24155729BKESUZ9974

Pravin V. Sheth Rajesh Shukla Chairman Emeritus & Director CEO & Executive Director DIN: 00138797 DIN:08690226 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 21 May 2024

Mumbai, 21 May 2024

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Standalone Cash Flow Statement

for the year ended 31 March 2024

==> picture [508 x 438] intentionally omitted <==

----- Start of picture text -----

` in lakhs, unless stated otherwise
Year ended Year ended
PARTICULARS
31 March 2024 31 March 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net proft after Tax 726.96 (29.93)
Add: Non-cash items / items considered separately
Depreciation and Amortisation 399.11 236.21
Finance Cost 101.65 61.26
Provision for Income-Tax & deferred tax 9.14 (22.94)
Less: Non-cash items / items considered separately
Net gain on foreign currency transactions and translation (84.48) (115.77)
Interest Income (3.60) (5.16)
Operating profts before working capital changes 1,148.77 123.71
Changes In Working Capital
(Increase)/ Decrease in Trade Receivables (431.46) 1,557.87
(Increase)/ Decrease in Inventories 139.65 107.46
(Increase)/ Decrease in Other current assets (193.14) (171.19)
- -
(Decrease)/ Increase in Provisions
(Decrease)/ Increase in Other current liabilities 28.16 (7.98)
(Decrease)/ Increase in Trade payables (563.93) 206.88
128.05 1,816.72
Net Income Tax (Paid) / Refund (65.26) (45.79)
NET CASH FLOW FROM OPERATING ACTIVITIES 62.79 1,770.93
CASH FLOW FROM INVESTING ACTIVITIES
Interest Income 3.60 5.16
Purchase of Fixed Assets less re-capitalisation from Capital WIP (224.99) (703.32)
Investment written off / non-current assets - 92.77
-
Amount spent on Capital WIP (2,009.16)
NET CASH FLOW USED IN INVESTING ACTIVITIES (221.38) (2,614.56)
CASH FLOW FROM FINANCING ACTIVITIES
Finance Cost (101.65) (61.26)
Net (loss) / Gain on foreign currency transactions 84.48 115.77
Proceeds from borrowings 52.60 633.96
NET CASH FLOW FROM FINANCING ACTIVITIES 35.44 688.46
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (123.16) (155.17)
Cash & Cash Equivalent at the beginning of the year
Cash on Hand 20.55 27.60
Bank Balance 471.88 620.00
492.43 647.60
Less: Cash & Cash Equivalent at the end of the year
Cash on Hand 48.54 20.55
Bank Balance 320.74 471.88
369.27 492.43
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (123.16) (155.17)
----- End of picture text -----

The notes referred to above form an integral part of standalone financial statements As per our report of even date

For and on behalf of the Board of Directors of Fiberweb (India) Limited

For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760

Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 24155729BKESUZ9974 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 21 May 2024 Mumbai, 21 May 2024

Standalone statement of Changes in Equity for the year ended 31 March 2024

A. Equity Share Capital

`in lakhs, unless stated otherwise
Particulars	Balance at the beginning of the reporting period i.e. 1 April 2022	Change in Equity Share Capital during the year 2022- 23	Balance at the end of the reporting period i.e. 31 March 2023	Change in Equity Share Capital during the year 2023- 24	Balance at the end of the reporting period i.e. 31 March 2024
Equityshare capital	2,879.17	-	2,879.17	-	2,879.17

B. Other Equity

Particulars	Balance at the beginning of the reporting period i.e. 1 April 2023	Total Comprehensive Income for the year	Transfer to / (from) Retained Earnings	Dividend and dividend distribution tax on equity shares	Balance at the end of the reporting period i.e. 31 March 2024
Reserves and surplus
Securitiespremium reserve	2,962.89	-	-	-	2,962.89
Share reduction reserve	427.79	-	-	-	427.79
General reserve	210.00	-	-	-	210.00
Capital reserve	0.63	-	-	-	0.63
Retained earnings	8,927.04	726.96	-	-	9,653.99
	12,528.35	726.96	-	-	13,255.31
Particulars	Balance at the beginning of the reporting period i.e. 1 April 2022	Total Comprehensive Income for the year	Transfer to / (from) Retained Earnings	Dividend and dividend distribution tax on equity shares	Balance at the end of the reporting period i.e. 31 March 2023
Reserves and surplus
Securitiespremium reserve	2,962.89	-	-	-	2,962.89
Share reduction reserve	427.79	-	-	-	427.79
General reserve	210.00	-	-	-	210.00
Capital reserve	0.63	-	-	-	0.63
Retained earnings	8,956.97	(29.93)	-	-	8,927.04
	12,558.28	(29.93)	-	-	12,528.35
The notes referred to above form an integral part of standalone fnancial statements As per our report of even date ForAkshay Kirtikumar & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Fiberweb (India) Limited Firm Registration No: 138182W/W100760 Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 24155729BKESUZ9974 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 21 May 2024 Mumbai, 21 May 2024

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Notes to standalone financial statements

1. Corporate information

Fiberweb (India) Limited (“Company”) is a public limited company incorporated and domiciled in India. Its shares are listed on Bombay Stock Exchanges. The Registered office of Company is located at Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210. The Company is primarily engaged in the business of manufacturing of Spunbond and Melt-blown Nonwoven Fabrics from polypropylene.

2. Basis of preparation of financial statements

2.1. Statement of Compliance

These standalone financial statements of the Company have been prepared in all material aspects in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified under section 133 of the Companies Act, 2013 (‘The Act’) read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act and accounting principles generally accepted in India.

The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013.

2.2. Basis of measurement

These standalone financial statements are prepared under the historical cost convention unless otherwise indicated.

Notes to standalone financial statements

2.3.3. Allowances for inventories

Management reviews the inventory age listing on periodic basis. The review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the standalone financial statement for any obsolete and slow-moving items.

2.3.4. Recognition of deferred tax assets and income tax

Deferred tax asset is recognized for all the deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The management assumes that taxable profits will be available while recognizing deferred tax asset/liability. Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax asset/liability. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the standalone financial statements.

2.3.5. Recognition and measurement of other provisions

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may, therefore, vary from the figures included in other provisions.

2.3.6. Contingencies

Management judgment is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

2.3. Use of estimate and judgments

The preparation of standalone financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in current and future periods. Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended 31 March 2024 are as follows

2.3.1. Property, plant and equipment

Determination of the estimated useful life of property, plant and equipment and the assessment as to which components of the cost may be capitalized. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Act. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.

2.3.2. Allowance for uncollected accounts receivable and advances

Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts, Individual trade receivables are written off when management seems them not collectible. Impairment is made on the expected credit loss model. The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates. Judgment in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.

3. Functional and Presentation Currency

The financial statements are presented in Indian Rupees which is the functional currency for the Company.

4. Current / non-current classification

The Company classifies any asset as current when-

• (a) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

• (b) It holds the asset primarily for the purpose of trading;

• (c) It expects to realize the asset within twelve months after the reporting period; or

• (d) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

Otherwise as non-current.

The Company classifies any liability as current when-

• (a) It expects to settle the liability in its normal operating cycle;

• (b) It holds the liability primarily for the purpose of trading;

• (c) The liability is due to be settled within twelve months after the reporting period; or

• (d) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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Notes to standalone financial statements

Otherwise as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

5. Operating Cycle

An operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents.

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of classification of its assets and liabilities as current and non-current.

6. Significant Accounting Policies

6.1. Property, Plant and Equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any.

Cost includes purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.

Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates these components separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.

All other repair and maintenance costs are recognized in the statement of profit or loss as incurred.

Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest, if any.

Property, plant and equipment are derecognized either on disposal or when the asset retires from active use. Losses arising in the case of the retirement of property, plant and equipment and gains or losses arising from disposal of property, plant and equipment are recognized in the statement of profit and loss in the year of occurrence.

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation on the property, plant and equipment is provided on straight line method, over the useful life of the assets, as specified in Schedule II to the Companies Act, 2013. Property, plant and equipment which are added / disposed of during the year, depreciation is provided on pro-rata basis.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

6.2. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial Assets

Notes to standalone financial statements

financial assets and the contractual cash flow characteristics of the financial asset.

Initial recognition and measurement:

All financial assets (not measured subsequently at fair value through profit or loss) are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement:

For the purpose of subsequent measurement, financial assets are classified in two broad categories:

• Financial assets at fair value ( FVTPL /FVTOCI)

• Financial assets at amortized cost

When assets are measured at fair value, gains and losses are either recognized in the statement of profit and loss (i.e. fair value through profit or loss (FVTPL)), or recognized in other comprehensive income (i.e. fair value through other comprehensive income (FVTOCI)).

Financial Assets measured at amortized cost (net of write down for impairment, if any):

Financial assets are measured at amortized cost when asset is held within a business model, whose objective is to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method less impairment, if any. The losses arising from impairment are recognized in the Statement of profit and loss.

Financial Assets measured at Fair Value through Other Comprehensive Income (“FVTOCI”):

Financial assets under this category are measured initially as well as at each reporting date at fair value, when asset is held within a business model, whose objective is to hold assets for both collecting contractual cash flows and selling financial assets. Fair value movements are recognized in the other comprehensive income.

Financial Assets measured at Fair Value through Profit or Loss (“FVTPL”):

Financial assets under this category are measured initially as well as at each reporting date at fair value with all changes recognized in profit or loss.

Investment in Subsidiary:

Investment in equity instruments of Subsidiaries are measured at cost. In the financial statements, investment in subsidiaries is carried at cost. The carrying amount is reduced to recognize any impairment in the value of investment.

Derecognition of Financial Assets:

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.

Impairment of Financial Assets:

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the financial assets that are debt instruments and trade receivables.

Classification:

The Company classifies financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss, on the basis of its business model for managing the

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Notes to standalone financial statements

Financial Liabilities:

Classification:

The Company classifies all financial liabilities as subsequently measured at amortized cost or FVTPL.

Initial recognition and measurement:

All financial liabilities are recognized initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.

Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective Interest Rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.

Derecognition of Financial Liabilities:

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss.

6.3. Inventories

Raw materials and packing materials are valued at lower of cost and the net realizable value, cost of which includes duties and taxes (net of Goods and Service Tax wherever applicable). Cost of imported raw materials and packing materials lying in warehouse includes the amount of customs duty. Finished products and work- in-progress are valued at lower of cost and net realizable value. Cost is arrived on moving weighted average basis.

The cost of Inventories have been computed to include all cost of purchases, cost of conversion, appropriate share of fixed production overheads based on normal operating capacity and other related cost incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses necessary to make the sale.

6.4. Cash and Cash Equivalents

Cash and Cash Equivalents comprise of cash on hand and cash at bank including fixed deposit/highly liquid investments with original maturity period of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Notes to standalone financial statements

6.5. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flow from operating, investing and financing activities of the Company is segregated.

6.6. Foreign Currency Transactions

Transactions in foreign currencies are translated into the Company’s functional currency at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Nonmonetary assets and liabilities that are measured based on historical cost in a foreign currency are not translated. Foreign currency exchange differences are generally recognized in the statement of profit and loss.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous Financial Statements are recognized in the Standalone Statement of Profit and Loss in the period in which they arise.

6.7. Revenue Recognition

Under Ind AS 115, the Company recognized revenue when (or as) a performance obligation was satisfied, i.e. when ‘control’ of the goods underlying the particular performance obligation were transferred to the customer.

Sale of Goods

The Company applied Ind AS 115 using the modified retrospective approach. Revenue is measured based on the transaction price adjusted for discounts and rebates, which is specified in a contract with customer. Revenues are net of estimated returns and taxes collected from customers.

Revenue from sale of goods is recognized at point in time when control is transferred to the customer and it is probable that consideration will be collected. Control of goods is transferred upon the shipment of the goods to the customer or when goods are made available to the customer.

The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms with customers.

The consideration can be fixed or variable. Variable consideration is only recognized when it is highly probable that a significant reversal will not occur.

Sales return is variable consideration that is recognized and recorded based on historical experience, market conditions and provided for in the year of sale as reduction from revenue. The methodology and assumptions used to estimate returns are monitored and adjusted regularly in line with trade practices, historical trends, past experience and projected market conditions.

Interest income

Interest income is recognizes with reference to the Effective Interest Rate method.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

Income from Export Benefits and Other Incentives

Export benefit available under prevalent schemes are accrued as revenue in the year in which the goods are exported and/ or services are rendered only when there is reasonable assurance that the condition attached to them will be complied with and the amounts will be received.

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Notes to standalone financial statements

6.8. Employee Benefit

Short term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss for the year in which the related service is rendered;

Post-Employment Benefits

Defined contribution plans: Company’s contribution to State governed Provident Fund Scheme is recognized during the year in which the related service is rendered;

The company has not ascertained liability towards payment of gratuity and hence no provision has been made in accounts. It is accounted for on the basis of payment.

All employee benefits payable wholly within twelve months rendering service are classified as short term employee benefits. Benefits such as salaries, wages, short-term compensated absences, performance incentives etc., and the expected cost of bonus, ex- gratia are recognized during the period in which the employee renders related service. Retirement benefits are accounted as and when the same become due for payment.

6.9. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

6.10. Lease

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the Statement of profit and loss on a straight line basis over the period of the lease in a manner which is representative of the time pattern in which benefit derived from the use of the leased asset is diminished.

6.11. Earing Per Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period.

Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.

Notes to standalone financial statements

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Minimum Alternate Tax (‘MAT’) credit is recognized as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognized as an asset is reviewed at each Balance Sheet date and written down to the extent the aforesaid convincing evidence no longer exists.

6.13. Dividends to Shareholders

Annual dividend distribution to the shareholders is recognized as a liability for the previous year for which the dividends are approved by the shareholders. Any interim dividend paid is recognized on approval by Board of Directors. Dividend payable and corresponding tax on dividend distribution is recognized directly in equity.

6.14. Provisions, Contingent Liabilities, Contingent Assets and Commitments

General

Provisions (legal and constructive) are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

If there is any expectation that some or all of the provision will be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any virtually certain reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liability is disclosed in the case of:

6.12. Income Taxes

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in the statement of profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted by the balance sheet date. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

• a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

• a present obligation arising from past events, when no reliable estimates is possible;

• a possible obligation arising from past events, unless the probability of outflow of resources is remote

Contingent liabilities are not recognized but disclosed in the standalone financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.

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Notes to standalone financial statements

Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets and Non-cancellable operating lease.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

7 Estimation of uncertainties relating to the global health pandemic from COVID-19:

The COVID-19 pandemic is an evolving human tragedy declared a global pandemic by the World Health Organization with adverse impact on economy and business. Supply Chain disruptions in India as a result of the outbreak started with restrictions on movement of goods, closure of borders etc., in several states followed by a nationwide lockdown from the 25th of March 2020 announced by the Indian Government, to stem the spread of COVID-19. Due to this, the operations in Company’s manufacturing activities got temporarily disrupted.

In light of these circumstances, the Company has considered the possible effects that may result from COVID-19 on the carrying amounts of financials assets, inventory, receivables, advances, property plant and equipment etc. as well as liabilities accrued. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Company has used internal and external information such as our current contract terms, financial strength of partners, investment profile, future volume estimates from the business etc. Having reviewed the underlying data and based on current estimates the Company expects the carrying amount of these assets will be recovered and there is no significant impact on liabilities accrued. The impact of COVID-19 on the Company’s financial statements may differ from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

Notes to standalone financial statements

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97.24 0.00
Net block 31 March 2024 2,058.82 728.21 943.37 183.68 138.99 104.00 182.12 220.42 2,156.28 170.34 4,392.59 322.15 11,698.20 11,698.20
31 March 2024 - 416.52 100.74 195.16 37.03 104.59 45.72 28.53 300.57 50.97 681.01 - -
6,935.60 8,896.44
- - - - - - - - - - - - - -
Adjust- ments
in lakhs, unless stated otherwise ` - - - - - - - - - - - -
Deletion 30.04 30.04
- 32.91 33.50 23.09 7.52 14.71 56.06 21.10 4.65 44.02 21.02 - -
Addi- tions 140.52 399.11
- - -
Accumulated depreciation/ amortisation loss
77.65 22.32 48.53 24.62 23.88 29.95
1 April 2023 383.61 6,902.10 217.68 256.55 540.49 8,527.37
0.00
31 March 2024 2,058.82 1,144.72 7,878.97 284.42 292.40 176.02 208.60 227.84 248.96 2,456.85 221.30 5,073.60 322.15 20,594.65
- - - - - - - - - - - - - -
Adjust- ments
Deletion - - - - 32.80 - - - - - - - 32.80 1,030.84
Gross block
82.20 4.62 92.32 1.11 3.89 3.18 - - 58.92 27.00
Addi- tions 663.20 322.15
1,231.59
2023 279.80 232.88 174.91 204.70 224.66 248.96 221.30 -
1 April 2,058.82 1,144.72 7,796.77 1,793.65 5,014.68 19,395.85 1,003.84
Property, plant and equipment, capital work-in-progress and investment property ment Freehold land Building Plant and equipment Furniture and fixtures Vehicles Office equipment Computer Other electrical items Melt blown electrical items Melt blown building Melt blown fire fighting equipment Melt blown machinery New project- Building
Particulars A] Property, plant and equip- Total B] Capital work-in-progress * Total Property, plant and equipment , capital work-in-progress and investment property
8 8.1 Current year Note: During the year, the revaluation reserves has been reduced from the asset’s revalued and is brought to its original cost.
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Notes to standalone financial statements

Net block	31 March 2023 -	2,058.82	761.12	894.67	202.15	15.20	152.59	156.17	200.03	225.08	1,537.10	191.36	4,474.19	10,868.49	1,003.84	11,872.34	* Figures in Capital work in progress deletion column indicates re-capitalisation during the year.
n loss	31 March 2023	-	383.60	6,902.10	77.65	217.68	22.32	48.53	24.62	23.88	256.55	29.95	540.49	8,527.36	-	Total Property, plant and equipment , capital work-in-progress and investment property
mortisatio	Adjust- ments	-	-	-	-	-	-	-	-	-	-	-	-	-	-
reciation/ a	Deletion	-	-	-	-	-	-	-	-	-	-	-	-	-	-
mulated dep	Addi- tions	-	3.34	3.08	18.27	8.95	0.10	18.37	6.63	4.62	42.59	6.77	123.49	236.21	-
Accu	1 April 2022	-	380.26	6,899.02	59.38	208.73	22.22	30.16	18.00	19.26	213.96	23.17	416.99	8,291.14	-
	31 March 2023	2,058.82	1,144.72	7,796.77	279.80	232.88	174.91	204.70	224.66	248.96	1,793.65	221.30	5,014.68	19,395.85	1,003.84
	Adjust- ments	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Gross block	Deletion	-	-	-	-	0.50	-	-	-	-	-	-	-	0.50	1,976.42
	Addi- tions	100.00	351.57	844.82	131.70	12.99	150.00	169.70	150.23	200.35	1.00	150.00	417.89	2,680.24	2,009.16
	1 April 2022	1,958.82	793.15	6,951.95	148.10	220.39	24.91	35.00	74.43	48.61	1,792.65	71.30	4,596.79	16,716.11	971.10
	Particulars A] Property, plant and equip- ment	Freehold land	Building	Plant and equipment	Furniture and fxtures	Vehicles	Offce equipment	Computer	Other electrical items	Melt blown electrical items	Melt blown building	Melt blown fre fghting equipment	Melt blown machinery	Total	**B] Capital work-in-progress ***

Notes to standalone financial statements

` in lakhs, unless stated otherwise

8.3 Capital Work-in Progress “C-WIP”

Ageing Schedule

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As at As at
Particulars Period
31 March 2024 31 March 2023
Project in progress < 1 year (1,003.84) 32.74
1-2 years 32.74 383.45
2-3 years 383.45 587.66
> 3 years 587.66 -
0.00 1,003.84
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Completion Schedule

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As at As at
Particulars Period
31 March 2024 31 March 2023
New Project < 1 year - 85.44
1-2 years - 918.40
2-3 years - -
> 3 years - -
- 1,003.84
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9 Investment

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As at As at
Particulars
31 March 2024 31 March 2023
Investment in Equity Instruments (Unquoted, at cost)
- In Others
Goa Bank 107 (31 March 2022 - 107) Ordinary shares of `100 fully paid up 0.11 0.11
0.11 0.11
Aggregate amount of unquoted investment 0.11 0.11
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10 Other non-current assets

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As at As at
Particulars
31 March 2024 31 March 2023
Unsecured, considered good unless otherwise stated
Advances
- Capital advances 70.15 70.15
70.15 70.15
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

11 Deferred tax asset

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As at As at
Particulars
31 March 2024 31 March 2023
Deferred tax asset 151.14 156.96
151.14 156.96
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12 Inventories

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As at As at
Particulars
31 March 2024 31 March 2023
Valued at lower of cost or net realisable value
Raw materials 1,201.13 1,485.53
Finished goods 786.66 665.52
Stores and spares 209.72 206.68
Packing materials 47.61 27.05
2,245.12 2,384.77
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13 Trade receivables

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As at As at
Particulars Period
31 March 2024 31 March 2023
Outstanding for following periods from due date of payment < 6 months 1,249.21 767.65
6 mths - 1 year 2.42 25.74
1 - 2 years -
2 - 3 years -
> 3 years 26.78
Total 1,251.62 820.17
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14 Cash and cash equivalents

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As at As at
Particulars
31 March 2024 31 March 2023
Cash on hand 48.54 20.55
Balances with banks
- In current accounts 62.71 49.05
- In EEFC (Exchange Earner's Foreign Currency) accounts 230.77 394.11
Balances held as margin money or security against borrowings, guarantees 27.26 28.72
and other commitments
369.27 492.43
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Balances with banks include margin monies amounting to 27.26 Lacs (31 March, 2023: 28,72 Lacs) which have an original maturity of more than 12 months and also, includes Unclaimed Dividend of 10 Lakhs (31 March 2023: 10 Lakhs)

Notes to standalone financial statements

` in lakhs, unless stated otherwise

15 Current tax assets

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As at As at
Particulars
31 March 2024 31 March 2023
Income Taxes Paid (Net of Provisions) - 60.92
- 60.92
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16 Other current assets

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As at As at
Particulars
31 March 2024 31 March 2023
Other than capital advances 563.18 496.83
MAT Credit Entitlement 122.86 -
Prepaid expenses 6.97 6.66
Other Deposit 105.85 105.90
Balance with government authorities
Custom duty advance deposit 0.15 0.15
Deposit - Sales tax authority 0.30 0.30
Tax collected at source 0.60 1.16
Goods & service tax paid 538.59 411.50
1,338.51 1,022.50
Equity Share Capital
As at As at
Particulars
31 March 2024 31 March 2023
(a) Authorised
5,00,00,000 (31 March 2023: 5,00,00,000) equity shares of 10/- each 5,000.00 5,000.00<br>(b) Issued, subscribed & paid up<br>28,791,710 (31 March 2023: 28,791,710) equity shares of10/- each 2,879.17 2,879.17
2,879.17 2,879.17
Reconciliation of the number of Equity shares
As at 31 March 2024 As at 31 March 2023
Equity shares
Nos. ₹ in lakhs Nos. ₹ in lakhs
Opening number/amount of equity shares 28,791,710 2,879.17 28,791,710 2,879.17
Add/(Less):
Issued / forfeited during the year - - - -
Closing number/amount of equity shares 28,791,710 2,879.17 28,791,710 2,879.17
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17 Equity Share Capital

• (i) Reconciliation of the number of Equity shares

110

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Fiberweb india Limited Annual Report 2023-24

Notes to standalone financial statements

` in lakhs, unless stated otherwise

(ii) Rights, preferences and restrictions attached to shares

The Company has a single class of equity shares having at par value of `10/- per share. Each holder of equity share is eligible to one vote per share held. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to the number of equity shares held by each shareholder, after settlement of all preferential obligations.

(iii) The Company is not a subsidiary of any other company.

(iv) Details of held by shareholders holding more than 5% of the aggregate shares in the Company

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As at 31 March 2024 As at 31 March 2023
Class of shares / Name of shareholder
Nos. % held Nos. % held
Equity shares with voting rights
Pravin V Sheth 3,554,873 12.35 3,554,873.00 12.35
Bhavesh P Sheth 6,249,596 21.71 6,249,596.00 21.71
Gayatri Pipes and Fittings Pvt Ltd 3,521,463 12.23 3,521,463.00 12.23
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(v) Other details of equity shares for a period of five years immediately preceding 31 March 2024

• a 11,00,000 equity shares were issued during the year ended 31 March 2018

• b 1,43,95,855 bonus equity shares were issued during the year ended 31 March 2018

(vi) There is no change in shareholding of Promoters :

Promoter Name	Shares held by Promoter	Shares held by Promoter	Shares held by Promoter	Shares held by Promoter
	As at March 31,2024		As at March 31,2023
	No. of Shares	% of total shares	No. of Shares	% of total shares
Pravin V Sheth	3,554,873.00	12.35	3,554,873.00	12.35
Bhavesh P Sheth	6,249,596.00	21.71	6,249,596.00	21.71
Soniya P Sheth	11,000.00	0.04	11,000.00	0.04
Unnati Pravin Sheth	2,329.00	0.01	2,329.00	0.01
Gayatri Pipes and Fittings Pvt Ltd	3,521,463.00	12.23	3,521,463.00	12.23

Promoter Name	Shares held by Promoter	Shares held by Promoter	Shares held by Promoter	Shares held by Promoter
	As at March 31,2023		As at March 31,2022
	No. of Shares	% of total shares	No. of Shares	% of total shares
Pravin V Sheth	3,554,873.00	12.35	3,554,873.00	12.35
Bhavesh P Sheth	6,249,596.00	21.71	6,249,596.00	21.71
Soniya P Sheth	11,000.00	0.04	11,000.00	0.04
Unnati Pravin Sheth	2,329.00	0.01	2,329.00	0.01
Gayatri Pipes and Fittings Pvt Ltd	3,521,463.00	12.23	3,521,463.00	12.23

Notes to standalone financial statements

` in lakhs, unless stated otherwise

18 Other equities

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As at As at
Particulars
31 March 2024 31 March 2023
Securities/Share Premium account 2,962.89 2,962.89
Share Reduction Reserve 427.79 427.79
General Reserve 210.00 210.00
Capital Reserve 0.63 0.63
Surplus in Statement of Profit and Loss
Opening balance 8,927.04 8,956.97
Less: Dividend and dividend distribution tax - -
Add: Profit for the year 726.96 (29.93)
Closing balance 9,653.99 8,927.04
13,255.31 12,528.35
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19 Non-current financial liabilities

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As at As at
Particulars
31 March 2024 31 March 2023
Borrowings (secured)
- From banks 686.56 633.96
686.56 633.96
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(i) Maturity profile of secured loans are as set out below:

Nature of Loans	Hypothecation	Repayable	ROI	As at 31 March 2024	As at 31 March 2023
Cash Credit	Stock & Book debts	upto 09-Jan-2025	12.30% p.a.	483.90	463.77
PC/PCFC	Stock & Export Trust Receipts	within 90 days	BRLLR+0.25%+0.75%	202.66	170.19
				686.56	633.96

20 Trade payables

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As at As at
Particulars
31 March 2024 31 March 2023
Total outstanding due to:
- Micro, Small and Medium Enterprise - -
- Others 261.04 824.97
261.04 824.97
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

Ageing schedule for outstanding from due date of payment

Particulars	As at 31 March, 2024	As at 31 March, 2024	As at 31 March, 2024	As at 31 March, 2024	As at 31 March, 2024
		MSME	Others	Disputed dues - MSME	Disputed dues - Others
Trade payables	< 1 year	-	242.35	-	-
	1 - 2 years	-	18.69	-	-
	2 - 3 years	-		-	-
	> 3 years	-		-	-
		-	261.04	-	-

Particulars	As at 31 March, 2023	As at 31 March, 2023	As at 31 March, 2023	As at 31 March, 2023	As at 31 March, 2023
		MSME	Others	Disputed dues - MSME	Disputed dues - Others
Trade payables	< 1 year	-	756.25	-	-
	1 - 2 years	-	6.15	-	-
	2 - 3 years	-	14.96	-	-
	> 3years	-	47.61	-	-
		-	824.97	-	-

21 Other current financial liabilities

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As at As at
Particulars
31 March 2024 31 March 2023
Dividend 10.06 10.06
10.06 10.06
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22 Other current liabilities

Particulars	As at 31 March 2024	As at 31 March 2023
Advance from customers	1.02	1.02
Income Taxes Paid (Net of advances)	22.27	-
Statutory dues **	8.69	2.81
	31.98	3.83
* Statutory dues* 7.32 2.79 Tax deducted at source 0.02 0.02 Professional tax 1.31 - Goods & service tax 0.05 0.00** Tax collected at source

Notes to standalone financial statements

` in lakhs, unless stated otherwise

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Current Previous
Ratio Numerator Denominator Change %
Year Year
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	Ratio	Numerator	Denominator	Current Year	Previous Year	Change %
a)	Current ratio	Total current assets	Total current liabilities	5.26	5.70	(7.72)
b)	Debt-Equity ratio	Debt consists of borrowing and lease liabilities	Total equity	0.04	0.04	3.42
c)	Return on equity ratio	"Proft for the year less Preference dividend (if any)"	Total equity	4.51	(0.19)	(2,419.20)
d)	Inventory turnover ratio	Cost of Goods Sold	Average Inventory	3.43	2.74	24.99
e)	Trade receivable turno- ver ratio	Revenue from opera- tions	Average trade receiva- bles	8.30	4.13	100.79
f)	Trade payable turnover ratio	Cost of Goods Sold	Average trade payables	14.62	9.27	57.67
g)	Net capital turnover ratio	Revenue from opera- tions	Average working capital (i.e. Total current assets less Total current liabil- ities)	2.29	1.46	56.72
h)	Net proft ratio (in %)	Proft for the year	Revenue from opera- tions	8.45	(0.45)	(1,967.10)
i)	Return on capital em- ployed (in %)	Proft before tax and fnance costs	"Capital employed = Net worth + Lease liabilities + Deferred tax liabilities"	5.19	0.66	690.81
j)	Return on investment (in %)	Income generated from invested funds	Average invested funds in treasury investments	-	-	-

Explaination for change more than 25%

Higher sales,This resulted in profit.

Company also did cost cutting to meet challenges. Also concentrated on product- mix.The sales increased but due to Suez Canal issue voyage time to USA increased from 28 days to 50 days. The sales are made as documents against payment as such outstanding increases disproportionally.

23 Revenue from operations

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Particulars 31 March 2024 31 March 2023
Sale of product 8,586.67 6,576.72
Other operating revenues 12.99 34.64
8,599.66 6,611.35
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

24 Other income

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Particulars 31 March 2024 31 March 2023
Interest income on
- Bank deposits 1.15 2.60
- Others 2.45 2.56
Other income 1.50 5.87
Export schemes - -
Gain on foreign exchange fluctuation 84.48 115.77
89.58 126.80
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25 Cost of materials consumed

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Particulars 31 March 2024 31 March 2023
Opening stock 1,485.53 1,249.24
Add: Purchases 4,446.82 4,195.61
5,932.34 5,444.85
Less: Closing stock (1,201.13) (1,485.53)
4,731.21 3,959.33
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26 Changes in inventories of finished goods

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Particulars 31 March 2024 31 March 2023
Inventories at the end of the year:
- Finished goods 786.66 665.52
Inventories at the beginning of the year:
- Finished goods 665.52 1,014.12
(121.14) 348.60
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27 Employee benefits expense

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Particulars 31 March 2024 31 March 2023
Salaries and wages 406.06 246.60
Employee benefit plans
- Provident and other funds 18.92 24.30
- Gratuity and other benefit plans 23.97 1.96
448.94 272.86
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

Employee benefits :

As required by Ind AS 19 ‘ Employee Benefits’ the disclosures are as under:

Defined Contribution Plan

The Company offers its employees defined contribution plans in the form of provident fund (PF) and Employees’ pension scheme (EPS) for all employees, with the government authorities. Contributions are made to the Government administered funds. While both the employees and the Company pay predetermined contributions into the Provident Fund, contributions into the Pension fund is made only by the Company. The Company recognised 18.92 Lakhs (31 March, 2023 : 24.30 Lakhs) The contributions are normally based on a certain proportion of the employee’s salary and the contribution payable to these plans by the Company are at rates specified in the rules of the schemes.

Defined Benefits Plan

All defined benefit plans obligations are determined at actuals, as at the Balance Sheet date, for the amount being actually paid during the year. The classification of the Company’s net obligation into current and non-current is ascertained as and when the said liability arises.

28 Finance Cost

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Particulars 31 March 2024 31 March 2023
Interest expense on bank overdraft and others 83.13 42.74
Others 18.52 18.52
101.65 61.26
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29 Other expenses

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Particulars 31 March 2024 31 March 2023
Manufacturing expense 297.37 162.23
Freight Expenses 1,141.91 1,042.19
Power and fuel 393.90 157.25
Bank charges 11.77 5.61
Communication 1.55 1.47
Donations and contributions 30.50 36.66
Insurance 10.16 11.92
Remuneration to Auditor (Refer note below- 30) 5.10 5.25
Legal and professional 69.51 48.15
Postage and printing expenses 9.25 9.47
Rates and taxes 7.17 3.81
Rent 12.00 12.00
Security charges 17.88 17.52
Directors sitting fees 1.10 1.85
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

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Particulars 31 March 2024 31 March 2023
Travelling expenses 42.67 20.17
Branch expenses (US) 204.26 198.46
Other expenses 44.65 50.45
Repairs and maintenance
- for buildings 7.18 4.81
- for machinery 4.38 0.43
- for others 68.15 23.85
Selling & distribution expenses 12.92 6.42
2,393.37 1,819.99
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30 Remuneration to auditors

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Particulars 31 March 2024 31 March 2023
Audit fees 2.50 2.50
Tax Audit fees 2.50 2.50
Certification & Other matters 0.10 0.10
Out of pocket expenses - 0.15
5.10 5.25
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31 Contribution towards Corporate Social Responsibility (CSR):

As per section 135 of the Act, a CSR committee has been formed by the Company. The fund are utilized during the year on the activities which are specified in schedule VII of the Act. The utilization is done by way of direct and indirect contribution towards various activities.

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Particulars 31 March 2024 31 March 2023
Amount required to be spent by the company during the year 21.16 29.48
Amount of expenditure incurred on
(i) Construction/Acquisition of any asset
(ii) on purposes other than (i) above 30.50 36.66
Shortfall at the end of the year - -
Total of previous years shortfall - -
Reason for shortfall NA NA
Nature of CSR activities Education, Skilling, Employment, Health,
Wellness, Water, Sanitation, Disaster
Relief and Hygiene
Details of related party transactions in relation to CSR expenditure as per - -
relevant Accounting Standard
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

32 Earnings Per Share (‘EPS’)

The numerator and denominator used to calculate basic and diluted earnings per share:

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Particulars 31 March 2024 31 March 2023
Profit attributable to equity holders for Basic and diluted EPS 726.96 (29.93)
Weighted average number of equity shares outstanding for Basic and diluted 28,791,710 28,791,710
EPS
Basic and diluted earnings per share (Amount in ` ) 2.52 (0.10)
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33 Details of dues to Micro And Small Enterprises as defined under the Micro, Small and Medium enterprises development act, 2006

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Particulars 31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small enterprises(as per the
intimation received from vendors)
a) Principal and interest amount remaining unpaid - -
b) Interest paid by the Company in terms of Section 16 of the Micro, Small - -
and Medium Enterprises Development Act, 2006, along with the amount of
the payment made to the supplier beyond the appointed day
c) Interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the period) but without
adding interest specified under the Micro, Small and Medium Enterprises
Act, 2006
d) Interest accrued and remaining unpaid - -
e) Interest remaining due and payable even in the succeeding years, until - -
such date when the interest dues as above are actually paid to the small
enterprises
Total outstanding dues of creditors other than micro enterprises and small - -
enterprises
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This information has been determined to the extent such parties have been identified on the basis of information available with the Company.

34 Commitments and Contingencies

Contingent Liabilities

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Particulars 31 March 2024 31 March 2023
Disputed by the Company
Anti-dumping duty 152.78 152.78
Custom duty 294.85 294.85
Central Excise duty 17.45 17.45
Income Tax 21.63 -
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Notes to standalone financial statements

` in lakhs, unless stated otherwise

Central Excise Department has ordered the Company to pay Anti-dumping duty of 138 Lakhs vide an order dated 3 February, 2017 on imports of Polypropylene for the period beginning from August 2009 to March 2015, along with interest and penalty at the appropriate rate. The department has also imposed a penalty of 15 Lakhs on Mr. G. R. Ravindran, the then Executive Director of the Company.

The Company presented the BIFR order in rehabilitation scheme specifically directing the Central Excise & Custom Department for the waiver of penalty and interest, since the Company is 100% Export Oriented Unit, at Daman. The Company has made a deposit for appeal @ 7.5% on the disputed duty amounting to 10 Lakhs and 7.5% on penalty imposed amounting to 1 Lakh. The Company has filed an appeal on 12 May, 2017 in the Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad against the said order. The said matter is pending before the Appellate Tribunal.

Customs and Central Excise Department, Daman has raised a demand on 26 September 2019 towards Custom duty of 295 Lakhs alongwith interest and penalty as applicable. Also a demand of Central Excise duty for 17 Lakhs alongwith interest and penalty as applicable. The Company has made a deposit for appeal @ 7.5% on the disputed duty amounting to 22 Lakhs and 7.5% on disputed excise duty amounting to 1 Lakh. The Company has filed an appeal on 9 January, 2020 in the Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad against the said order. The said matter is pending before the Appellate Tribunal.

Income Tax department has raised a demand on 27 March, 2024 for AY 2022-23 valuing 21.63 Lakhs along with Interest and Penalty as applicable. The Company has made an Appeal with Commissioner of Income Tax (Appeals) against the disputed liability of 21.63 Lakhs. The said matter is pending with CIT(A)

The Company does not expect the outcome of the matters stated above to have any material adverse impact on the Company’s financial condition, results of operations or cash flows.

35 Disclosure for operating leases under Ind AS 116 -“ Leases”:

Company has taken office premise on lease for 11 months, which is generally cancellable/renewable on mutually agreeable terms. There is no restrictions imposed by these lease arrangement and there are no sub lease. There are no contingent rents.

36 Foreign currency exposures on assets and liabilities

Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of Company. The currencies in which these transactions are primarily denominated is US dollars

The year-end foreign currency exposures that have not been mitigated by a derivative instrument or otherwise are as below:

The following table analyses foreign currency risk as:

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31 March 2024 31 March 2023
Particulars
Amount in "US Dollars
Bank Balance 297,384.69 499,956.58
Trade Receivables 1,486,412.84 446,680.94
Trade Payables 104,081.96 -
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The audited statement of accounts of USA Branch have not been received till the date of signing the Audit Report of the Company. All original documents are lying with US Office. The value of total transactions is 204.26 Lakhs (31st March, 2023: 198.46 Lakhs) i.e. US$ 247,200 (31st March, 2023: US$ 247,200) as against total turnover of 8,600 Lakhs (31st March, 2023: 6,611 Lakhs), i.e. 2.38% (31st March, 2023: 3.00%) which is insignificant, from the materiality point of view.

Notes to standalone financial statements

` in lakhs, unless stated otherwise

37 Related party disclosure as required by IND AS 24 are given below

• A) Relationship :

Key Managerial Personnel and their relatives

Pravin V Sheth Bhavesh Sheth Soniya P Sheth Rajesh Shukla Mukesh Pandya Krutika Gada Dhwani Sheth

Enterprise over which Key Managerial Personnel are able to exercise significant control

Kunststoffe Industries Limited Sun Capital & Consultancy Private Limited Star Developers Private Limited

• B) The following transactions were carried out with related parties :

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Particulars 31 March 2024 31 March 2023
Compensation to Key Managerial Person
Short Term Employee Benefits
Mukesh Pandya 18.24 15.80
Krutika Gada 6.25 5.16
Rajesh Shukla 5.23 4.30
Professional fees paid
Pravin V Sheth 36.00 36.00
Extra-Ordinary item
Sheth Nonwoven Trading FTZ - 92.77
Loan received
Kunststoffe Industries Limited - 298.48
Loan repaid
Kunststoffe Industries Limited - 299.50
Loan given
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Notes to standalone financial statements

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` in lakhs, unless stated otherwise
Particulars 31 March 2024 31 March 2023
Kunststoffe Industries Limited 50.00 -
Loan repaid
Kunststoffe Industries Limited 50.00 -
Interest paid
Kunststoffe Industries Limited - 4.50
Rent paid
Kunststoffe Industries Limited 12.00 12.00
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Director sitting fees are paid during the year which are not considered in the related party transactions.

37 Related party disclosure as required by IND AS 24 are given below (Continued)

C) Amount outstanding :

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Particulars 31 March 2024 31 March 2023
Payable
Kunststoffe Industries Limited 4.35 4.87
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38 Debtors and Creditors balances are subject to confirmations from the parties.

FIBERWEB (INDIA) LIMITED

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Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210

• 39 In the opinion of the Board of Directors the Current Assets, Loans & Advances except those shown as doubtful have a value on realization in the ordinary course of business at least equal to the amount at which items are stated in the Balance Sheet.

• 40 Figures of the current year and previous year have been re-grouped / rearranged /reclassified wherever necessary.

As per our report of even date

For Akshay Kirtikumar & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Fiberweb (India) Limited Firm Registration No: 138182W/W100760 Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 24155729BKESUZ9974 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 21 May 2024 Mumbai, 21 May 2024

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CVR5+7M8, Airport Rd, Kadaiya, Coastal Highway, Nani Daman, Daman, Dadra and Nagar Haveli and Daman and Diu 396210 Tel : +91-260 2220766/ 0458/ 1458/ 1858 Email : fiberwebdaman@yahoo.com

124