AI assistant
Filatex Fashions Ltd — Proxy Solicitation & Information Statement 2025
Dec 17, 2025
60513_rns_2025-12-17_f7d90a7e-094e-4c68-91bb-5649e4954cce.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer

Date-17.12.2025
The Manager The Manager
BSE Limited National Stock Exchange of India Limited P.J. Towers, Dalal Street Exchange Plaza, Bandra Kurla Complex, Mumbai- 400001 Bandra (E), Mumbai- 400051
SCRIPT CODE: 532022 COMPANY SYMBOL: FILATFASH
Sub: Submission of Postal Ballot Notice
Dear Sir/Ma'am,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations'), we hereby enclose a copy of Postal Ballot Notice along with the Explanatory Statement ("Notice") dated December 17, 2025 being sent to the members of Filatex Fashions Limited ("the Company") to seek approval by way of remote electronic voting ("e-voting") in respect of the special businesses as set out in the Notice.
In accordance with the applicable circulars of Ministry of Corporate Affairs ("MCA Circulars") and provisions of Listing Regulations, the aforesaid Notice is being sent only by email to all the members of the Company who have registered their email addresses with the Depository(s)/ Registrar and Share Transfer Agent ("RTA") or respective Depository Participants and whose names are recorded in the Register of Members / Beneficial Owners as on the Cut-off date i.e. Friday, December 12, 2025.
In accordance with the MCA Circulars, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelope has not been sent to the members and the communication of the assent or dissent of the members will only take place through e-voting.
The Company has engaged the services of Central Depository Services (India) Limited ("CDSL"), for providing e-voting facility to its members. The e-voting period commences on Thursday, 18th December 2025, 9.00 a.m. (IST) onwards to Friday, 16th January 2026, 5.00 p.m. (IST). after which the e-voting will be blocked by CDSL. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, December 12, 2025, may cast their votes.
The results of the Postal Ballot shall be declared on Friday, January 16, 2026 or before Sunday, January 18, 2026 by 5:00 P.M. (IST).
Notice is also available on the website of the Company at www.filatexfshions.co.in.
You are requested to kindly take the same on your records.

Digitally signed by , PRABHA PRABHAT SETHIA Date: 2025.12.17 Cay, a T SETHIA 12:01:12 +05'30'

1-8/40/SP/58-65, # 3rd Floor, Shilpa Layout GachiBowlh, Hyderabad - 500032. Phone: +91 40-49502180 www.filatexfashions.co.in, Email: [email protected] CIN No: L51491TG1994PLCO17158

To,
FILATEX FASHIONS LIMITED CIN: L51491TG1994PLC017158 Registered Office: D.NO 1-80-40-SP-58-65, Shilpa Homes Layout, Gachibowli, K.V.Rangareddy, Seri Lingampally, Hyderabad — 500032, Telangana 'Website: www.filatexfashions.co.in Email: [email protected]
POSTAL BALLOT NOTICE
[Notice Pursuant to Section 108 & 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 as amended and Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India]
| Commencement of e-voting | Thursday, December 18, 2025 at 9:00 A.M. (IST) |
|---|---|
| End of e-voting | Friday, January 16, 2026 at 5:00 P.M. (IST). |
To the members of the Company:
NOTICE is hereby given that pursuant to the provisions of Section 110, Section 108 and all other applicable provisions, if any, of the Companies Act, 2013, (the "Act") read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (the "SEBI Listing Regulations"), General Circular No. 14/2020 dated 8 April 2020, General Circular No. 17/2020 dated 13 April 2020, General Circular No. 22/2020 dated 15 June 2020, General Circular No. 33/2020 dated 28 September 2020, General Circular No. 39/2020 dated 31 December 2020, General Circular No. 10/2021 dated 23 June 2021, General Circular No. 20/2021 dated 8 December 2021, General Circular No. 03/2022 dated 5 May 2022, General Circular No. 11/2022 dated 28 December 2022, General Circular No. 09/2023 dated 25 September 2023 and General Circular No. 09/2024 dated 19 September 2024, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as "MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated 3 October 2024 issued by Securities and Exchange Board of India, the resolution set out below is proposed to be passed by the Members of Filatex Fashions Limited (the "Company") through Postal Ballot, by way of remote e-voting ("e-Voting") process.
The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act and any other applicable provisions of the Act read with Rules framed there under, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice ("Notice"), is annexed hereto for your consideration.
The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") for facilitating e-Voting to enable the Members to cast their votes electronically. The e-Voting will commence on Thursday, 18th December 2025, 9.00 a.m. (IST) onwards to Friday, 16th January 2026, 5.00 p.m. (IST).
Members are requested to carefully read the instructions provided in this Notice and vote accordingly on the proposed resolution.
Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company, on 03" December, 2025, has appointed Mr. Sachin Singh, Practicing Company Secretary, having ICSI Membership No. A67686 and Certificate of Practice No.28269, to act as the Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner and they have communicated his willingness to be appointed and will be available for the said purpose, as the Scrutinizer for scrutinizing the Postal Ballot (e-Voting process) in a fair and transparent manner.
The Scrutinizer will submit the results of the e-Voting to the Chairperson of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e-Voting, who shall counter sign the same. The Postal Ballot (e-Voting process) results will be submitted within 2 (two) working days from conclusion of the e-Voting period to the stock exchanges in accordance with the SEBI Listing Regulations.
The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.filatexfashions.co.in , on the website of the Central Depository Services (India) Limited ("CDSL") at www.evotingindia.com
and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to BSE Limited ("BSE") and NSE Limited ("NSE") where the equity shares of the Company are listed.
The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-Voting, by the requisite majority of Members by means of Postal Ballot, i-e., on Friday, January 16, 2026.
ITEM OF BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT/ E-VOTING
SPECIAL BUSINESS: ITEM NO. 1 APPOINTMENT OF STATUTORY AUDITOR TO FILL THE CAUSUAL VACANCY
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification:
"RESOLVED THAT pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force) and upon recommendation of the Audit Committee & Board of Directors, M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having FRN: 124845W, be and are hereby appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s. Pundarikashyam and Associates, Chartered Accountants, having FRN: 0113308."
"RESOLVED FURTHER THAT M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having FRN.: 124845W, be and are hereby appointed as the Statutory Auditors of the Company to hold the office from 03 December, 2025, until the conclusion of the ensuing 32nd Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be mutually agreed with the Board of Directors."
ITEM NO. 2
APPOINTMENT OF SECRETARIAL AUDITOR TO FILL THE CAUSUAL VACANCY
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification:
"RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and based on the recommendation of the on recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, M/s. Sachin Singh & Associates, A Practicing Company Secretary (ACS NO.: 67686; CP NO.: 28269 & Peer Review Certificate No.: 7242/2025), be and is hereby appointed as the Secretarial Auditor of the Company, to fill the casual vacancy caused by the resignation of M/s. Akhilesh Singh & Associates Practicing Company Secretary (F9178, CP NO: 9322)."
"RESOLVED FURTHER THAT M/s. Sachin Singh & Associates, Practicing Company Secretary (F9178, CP NO: 9322), be and are hereby appointed as the Secretarial Auditors of the Company to hold the office from 03'¢ December, 2025, until the conclusion of the ensuing 32nd Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be mutually agreed with the Board of Directors."
ITEM NO. 3
APPOINTMENT OF MR. DHRUV RAMESHBHAI CHAUHAN (DIN: 10648602) AS AN NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass the following resolution(s) as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisio ns, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Regulation 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602), who was appointed as an Additional Director in the capacity of a Non-Executive Independent Director of the Company by the Board of Directors with effect from 03.12.2025 and in
respect of whom the Company has received a Notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director of the company and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years with effect from 03.12.2025 and whose office shall not be liable to retire by rotation."
"RESOLVED FURTHER THAT the Board of Directors of the Company and Key Managerial Personnel of the Company be and are hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
ITEM NO. 4
APPOINTMENT OF MS. SONALI SANDEEP JOSHI (DIN: 10648603) AS AN INDEPENDENT DIRECTOR OF THE COMPANY
To consider and, if thought fit, to pass the following resolution(s) as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisio ns, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Regulation 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee and Board of Directors of the Company, Ms. Sonali Sandeep Joshi (DIN: 10648603), who was appointed as an Additional Director in the capacity of a Non-Executive Independent Director of the Company by the Board of Directors with effect from 03.12.2025 and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director of the company and who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years with effect from 03.12.2025 and whose office shall not be liable to retire by rotation."
"RESOLVED FURTHER THAT the Board of Directors of the Company and Key Managerial Personnel of the Company be and are hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
ITEM NO. 5
APPOINTMENT OF MS. SANJU AS A WHOLE TIME DIRECTOR
To consider and, if thought fit, to pass the following resolution(s) as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors, approval of the Members be and is hereby accorded for appointment of Ms. Sanju (DIN: 10648601), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 3° December, 2025 and who will hold office upto the date of this General Meeting and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director, as a Director of the Company, liable to retire by rotation."
"RESOLVED FURTHER THAT in accordance with the provisions of Sections 196, 197, 198, 203 and all other applicable provisions of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and rules made thereunder, (including any statutory modification(s) or re-enactment thereof, for the time being in force) approval of the Members of the Company be and is hereby accorded to the appointment of Ms. Sanju (DIN: 10648601) as Whole time Director of the Company for a period of 5 (Five) years with effect from December 3, 2025 to December 02, 2030 (both days inclusive)on the terms and conditions including remuneration as set out in the explanatory statement annexed to the Notice convening this meeting, with liberty to the Board of Directors to
alter and vary the terms and conditions of the said appointment including remuneration in such manner as may be agreed between the Board of Directors and Ms. Sanju."
"RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."
ON AND BEHALF OF THE COMPANY FILATEX FASHIONS LIMITED
Sd/- MANAGING DIRECTOR SETHIA PRABHAT DIN: 00699415
DATE: 03.12.2025 PLACE: Hyderabad
NOTES:
-
In terms of Section 102 and other applicable provisions of the Companies Act, 2013 read together with rules and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning special businesses to be transacted through Postal Ballot is annexed and forms part of this Notice.
-
In compliance with the MCA Circulars and SEBI Circular, if any, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid businesses envelope will not be sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited ("NSDL")/ Central Depository Services (India) Limited ("CDSL") on Friday, December 12, 2025.
-
In compliance with the provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing e-voting facility for its Members to enable them to cast their votes on the resolutions electronically.
-
Each Member's voting rights shall be in proportion to their share of the Paid-Up Equity Share Capital of the Company as on cut-off date, which will only be considered for voting.
-
Members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, December 12, 2025, will be considered for the purpose of voting. A person who is not a member as on cut-off date for reckoning voting rights should treat this Notice for information purposes only.
-
The E-voting will remain open for the Members to exercise their voting from Thursday, 18th December 2025, 9.00 a.m. (IST) onwards to Friday, 16th January 2026, 5.00 p.m. (IST) both days inclusive. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The evoting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
-
Members may note that the Postal Ballot Notice will be available on the Company's website www.filatexfshions.co.in, website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and NSE Limited at www.nseindia.com
-
A Copy of the Memorandum and Articles of Association and other necessary documents related to the resolutions proposed by the Company pursuant to Section 102 of the Companies Act, 2013 are open for inspection for the shareholders in electronic mode. Members can inspect the same by sending an email to [email protected] till the last date of voting.
-
The Board of Directors has appointed Mr. Sachin Singh, Practicing Company Secretary, having ICS] Membership No. A67686 and Certificate of Practice No.28269, as Scrutinizer for conducting voting process in a fair and transparent manner.
-
The results of the postal ballot will be declared not later than 2 working days of the conclusion of remote e-voting i.e. on or before Sunday, January 18, 2026. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company viz., www.filatexfshions.co.in. and on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and NSE Limited at www.nseindia.com , immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the stock exchange where the Company's shares are listed i.e. BSE Limited.
-
The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for remote e-voting i.e. Friday, January 16, 2026.
-
As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with MCA Circulars and the listing regulations, the details pertaining to the postal ballot shall be published in one English newspaper and vernacular language.
Instructions for remote e-voting are explained herein below:
CDSL e-Voting System — For Remote e-voting
THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:
Step1 _: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
- (i) The voting period begins on Thursday, December 18, 2025 at 9:00 A.M. (IST) and ends on Friday, January 16, 2026 at 5:00 P.M. (IST) .During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 12™ December,2025 may cast their vote electronically. The evoting module shall be disabled by CDSL for voting thereafter.
- (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
- (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable evoting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
| is given below: | Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode |
|---|---|
| Type of shareholders |
Login Method |
| Individual Shareholders holding securities in Demat mode with CDSL Depository |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. |
| website registered Easi/Easiest, option available lf the user not register is for cdsl to at is www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
| Individual Shareholders holding securities in demat mode with NSDL Depository |
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open 1) web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or ona mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. notregistered IDeAS option e-Services, available the user register for to at is is lf https://eservices.nsdl.com. IDeAS "Register Online Select "Portal for or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jso website Open web browser e-Voting NSDL. typing following the URL: the Visit by of https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. 4) You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click |
| on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| Individual Shareholders (holding securities demat login their |
in mode) through your vote during the remote e-Voting period. Depository Participants (DP) |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e Voting service provider name and you will be redirected to e-Voting service provider website for casting |
|
|---|---|---|---|
| option available at abovementioned website. Depository i.e. CDSL and NSDL |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through |
||
| Login type with CDSL |
Individual Shareholders holding securities in Demat mode | Helpdesk details Members facing any technical issue in login can contact CDSL helpdesk [email protected] or contact at by sending a request at toll free no. 1800 21 09911 |
|
| with NSDL | Individual Shareholders holding securities in Demat mode | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000 |
|
| Step2 | shareholders in demat mode. | _: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual | |
| (v) | Demat form. | Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in | |
| 1) | The shareholders should log on to the e-voting website www.evotingindia.com. | ||
| 2) | Click on "Shareholders" module. | ||
| 3) | Now enter your User ID | ||
| a. b. c. |
For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, |
Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. | |
| 4) | Next enter the Image Verification as displayed and Click on Login. | ||
| 5) | of any company, then your existing password is to be used. | If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting | |
| If you are a first-time user follow the steps given below: | |||
| 6) | |||
| PAN | For Physical shareholders and other than individual shareholders holding shares in Demat. Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders |
||
| as well as physical shareholders) |
- (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
- 1) The shareholders should log on to the e-voting website www.evotingindia.com.
- 2) Click on "Shareholders" module.
- 3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
| For Physical shareholders and other than individual shareholders holding shares in Demat. | |
|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
| Shareholders who have not updated their PAN with the Company/Depository Participant are requested to e |
|
|---|---|
| use the sequence number sent by Company/RTA or contact Company/RTA. Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the |
|
| Details | company records in order to login. |
| OR Date of |
If both the details are not recorded with the depository or company, please enter the member id / folio e |
| Birth (DOB) | number in the Dividend Bank details field. |
- (vi) After entering these details appropriately, click on "SUBMIT" tab.
- (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (ix) Click on the EVSN for the relevant FILATEX FASHIONS LIMITED on which you choose to vote.
- (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
- (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
- (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
- (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
- (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
- (xvii) Additional Facility for Non Individual Shareholders and Custodians —For Remote Voting only.
- e Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- e A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- e = After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- e The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
- e@ It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- e Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
-
For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
-
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
-
For Individual Demat shareholders — Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
-
e If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911
- e All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M_ Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911
ON AND BEHALF OF THE COMPANY FILATEX FASHIONS LIMITED
Sd/-
MANAGING DIRECTOR SETHIA PRABHAT DIN: 00699415
DATE: 03.12.2025 PLACE: Hyderabad
| Details of the Directors seeking re-appointment at the General Meeting of the company as per Regulation 36(3) | |
|---|---|
| SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. | |
| Name of Director DIN |
Mr. Dhruv Rameshbhai Chauhan 10648602 |
| Date of Birth / Age | 22/08/1999 |
| Nationality | Indian |
| Qualifications | Graduation |
| Expertise in specific functional areas | Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) having the Demonstrates problem work strong solving and effectively both the ability to skills independently and as a part of team. |
| Terms and conditions of appointment or re | Appointment of Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) as an |
| appointment along with details of |
Independent Director with effect from December 3, 2025for a term of Five |
| remuneration sought to be paid | Year subject to the approval of shareholders In this General Meeting on such Sitting Fees as approved by Board. |
| The remuneration last drawn | Nil |
| Date of first appointment on the Board | Not Applicable |
| Shareholding in the company | Mr. Dhruv Rameshbhai.Chauhan does not hold by himself or for any other |
| Manager Relationship other Directors, with |
person ona beneficial basis, any shares in the Company. There is no inter-se relationship between Mr. Dhruv Rameshbhai Chauhan |
| and other Key Managerial Personnel of the |
and other members of the Board and Key Managerial Personnel of the |
| company | Company. |
| number Meetings Board The the of of |
Not Applicable |
| attended during the year Membership Other Directorships, / |
Directorship: Nil |
| Chairmanship of Committees of other Boards | Chairperson of Committees: Nil |
| Member of Committees: Nil | |
| 2. | |
| Ms. Sonali Sandeep Joshi | |
| 10648603 02/09/1986 |
|
| Indian | |
| Senior Secondary | |
| Ms. Sonali Sandeep Joshi (DIN: 10648603) is a having the Demonstrates strong problem solving skills and the ability to work effectively |
|
| Name of Director DIN Date of Birth / Age Nationality Qualifications Expertise in specific functional areas Terms and conditions of appointment or re |
both independently and as a part of team. Appointment of Ms. Sonali Sandeep Joshi (DIN: 10648603) as an Independent |
| appointment along with details of |
Director with effect from December 3, 2025 for a term of Five Year subject to |
| the approval of shareholders In this General Meeting on such Sitting Fees as | |
| approved by Board. Nil |
|
| remuneration sought to be paid The remuneration last drawn Date of first appointment on the Board |
Not Applicable |
| Shareholding in the company | Ms. Sonali Sandeep Joshi does not hold by herself or for any other person on a beneficial basis, any shares in the Company. |
2.
| Terms and conditions of appointment or re | Appointment of Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) as an |
|---|---|
| appointment along with details of |
Independent Director with effect from December 3, 2025for a term of Five |
| remuneration sought to be paid | Year subject to the approval of shareholders In this General Meeting on such |
| Sitting Fees as approved by Board. | |
| The remuneration last drawn | Nil |
| Date of first appointment on the Board | Not Applicable |
| Shareholding in the company | Mr. Dhruv Rameshbhai.Chauhan does not hold by himself or for any other |
| person ona beneficial basis, any shares in the Company. | |
| Manager Relationship other with Directors, |
There is no inter-se relationship between Mr. Dhruv Rameshbhai Chauhan |
| and other Key Managerial Personnel of the |
and other members of the Board and Key Managerial Personnel of the |
| company | Company. |
| number Meetings Board The the of of |
Not Applicable |
| attended during the year | |
| Chairperson of Committees: Nil | |
| Member of Committees: Nil | |
| 2. | |
| Name of Director | Ms. Sonali Sandeep Joshi |
| DIN | 10648603 |
| Date of Birth / Age | 02/09/1986 |
| Nationality | Indian |
| Qualifications | Senior Secondary |
| Expertise in specific functional areas | Ms. Sonali Sandeep Joshi (DIN: 10648603) is a having the |
| Demonstrates strong problem solving skills and the ability to work effectively | |
| both independently and as a part of team. | |
| Terms and conditions of appointment or re | Appointment of Ms. Sonali Sandeep Joshi (DIN: 10648603) as an Independent |
| appointment along with details of |
Director with effect from December 3, 2025 for a term of Five Year subject to |
| remuneration sought to be paid | the approval of shareholders In this General Meeting on such Sitting Fees as |
| approved by Board. | |
| The remuneration last drawn | Nil |
| Date of first appointment on the Board | Not Applicable |
| Shareholding in the company | Ms. Sonali Sandeep Joshi does not hold by herself or for any other person on |
| a beneficial basis, any shares in the Company. | |
| Manager Relationship other with Directors, |
There is no inter-se relationship between Ms. Sonali Sandeep Joshi and other |
| and other Key Managerial Personnel of the |
members of the Board and Key Managerial Personnel of the Company. |
| company | |
| number Meetings Board The the |
|
| of of |
Not Applicable |
| attended during the year | |
| Membership Other Directorships, / |
Directorship: Nil |
| Chairmanship of Committees of other Boards | Chairperson of Committees: Nil |
| Member of Committees: Nil |
| Name of Director | Ms. Sanju |
|---|---|
| DIN Date of Birth / Age |
10648601 08/04/1986 |
| Nationality | Indian |
| Qualifications | Post Graduation |
| Expertise in specific functional areas | Expertise: Management |
| Terms and conditions of appointment or re appointment along with details of |
Appointment of Ms. SANJU (DIN: 10648601) as an Additional Director with effect from December 03, 2025 till the ensuing Annual General Meeting of the |
| remuneration sought to be paid | Company or till the date of obtaining shareholders' approval whichever is |
| earlier. She is also appointed as the Whole Time Director of the Company for a period of five (5) years with effect from December 3,2025 to December 2, |
|
| 2030 (both days inclusive) on such remuneration as approved by board, | |
| The remuneration last drawn | subject to the shareholders' approval. Nil |
| Date of first appointment on the Board | Not Applicable |
| Shareholding in the company | Ms. Sanju does not hold by herself or for any other person on a beneficial |
| Manager Relationship other Directors, with |
basis, any shares in the Company. There is no inter-se relationship between Ms. Sanju and other members of |
| and other Key Managerial Personnel of the company |
the Board and Key Managerial Personnel of the Company. |
| number Meetings Board The the of of |
Not Applicable |
| attended during the year Membership Other Directorships, / |
Directorship: Nil |
| Chairmanship of Committees of other Boards | Chairperson of Committees: Nil Member of Committees: Nil |
ON AND BEHALF OF THE COMPANY FILATEX FASHIONS LIMITED
Sd/-
MANAGING DIRECTOR SETHIA PRABHAT DIN: 00699415
DATE: 03.12.2025 PLACE: Hyderabad
EXPLANATORY STATEMENT IN PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
ITEM NO. 1 APPOINTMENT OF STATUTORY AUDITORTO FILL THE CAUSUAL VACANCY
M/s Pundarikashyam and Associates, Chartered Accountants, having FRN: 011330S has tender their resignation as the Statutory Auditors of the Company, expressing the reason for resignation was that due to internal reallocation of audit resources and strategic priorities within their firm. They were constrained to discontinue certain audit engagements and hence resulting in a casual vacancy in the office of the Auditors of the Company w.e.f. 13° November, 2025 as per section 139(8) of the Companies, Act, 2013.
In accordance with aforesaid provisions of the Act, the casual vacancy caused by the resignation of the Statutory Auditors shall be filed by the Board within a period of thirty days and such appointment shall also be approved by the members of the Company within three months of the recommendation of the Board.
Accordingly, based on the recommendation of the Audit Committee and conformation received from M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad (FRN: 124845W/W100209)on their eligibility, the Board recommends to the members for the appointment of M/s. KPSJ & ASSOCIATES LLP, Chartered Accountants, Ahmedabad, having FRN: 124845W/W100209, as the Statutory Auditors of the Company:
e to fill the casual vacancy caused by the resignation of M/s Pundarikashyam and Associates, Chartered Accountants, Ahmedabad, having FRN: 011330S and to hold the office of the Statutory Auditors upto the conclusion of the 32"? Annual General Meeting
In regards to appointment of Statutory Auditors referred to in item no. 1 of the Notice, the brief profile of the Auditors is as under:
Established in 2003, KPSJ &Associates LLP is a leading Chartered Accountant firm with progressive, specialized and well-structured Professionals with an experience of more than 21 years of value added expertise. Eventually, the firm inducted young and energetic professionals like Chartered Accountants, Company Secretaries, Cost Accountants, CAIIBs, senior ex-Bankers, Information System Auditors. The prime commitment of the firm is to provide quality and efficient services to the clients.
We at KPSJ aims to provide one stop solution to our Clients in the field of Accounting, Corporate laws and allied laws, Indirect & Direct Taxation, Financial & Management Accounting, Internal & Management Audit, Internal Finance Controls, Risk Management & Assessment, MIS, Budgets & Forecasting, Banking, Funding & Treasury Operations, Transaction Advisory, Start Up India Advisory.
The strong family tree of KPSJ spread its branches with qualified and experienced team of professional experts extending the horizons of services into new domains of Turnaround Consultancy, Forensic Audit, Due Diligence - M&A advisory, GRC Advisory, Capital &Commodity Market Regulatory compliances services, Risk Management and Insurance advisory services, Start-up India advisory, Promoter advisory to Family run larges Business Houses.
None of the Directors / Key Managerial Personnel of the Company / their relatives is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Notice. The Directors recommend the resolution for approval by the members.
ITEM NO. 2
APPOINTMENT OF SECRETARIAL AUDITOR TO FILL THE CAUSUAL VACANCY
M/s Akhilesh Singh & Associates, Company Secretaries (M: F9178, CP: 9322) has tender their resignation as the Secretarial Auditors of the Company, expressing the reason for resignation was that due to pre-occupation in the other professional activities, resulting in a casual vacancy in the office of the Secretarial auditor of the Company w.e.f. 13°" November, 2025 as per section 204 of the Companies, Act, 2013.
In accordance with aforesaid provisions of the Act, the casual vacancy caused by the resignation of the Secretarial Auditors shall be filed by the Board within a period of thirty days and such appointment shall also be approved by the members of the Company within three months of the recommendation of the Board.
Accordingly, based on the recommendation of the Audit Committee and conformation received from M/s. Sachin Singh & Associates, Practicing Company Secretaries (ACS NO.: 67686; CP NO.: 28269 & Peer Review Certificate No.: 7242/2025) on their eligibility, the Board recommends to the members for the appointment of M/s. Sachin Singh & Associates, Practicing Company Secretaries (ACS NO.: 67686; CP NO.: 28269, as the Secretarial Auditors of the Company:
e to fill the casual vacancy caused by the resignation of Akhilesh Singh & Associates, Company Secretaries (M: F9178,CP: 9322) and to hold the office of the Secretarial auditor upto the conclusion of the 32"? Annual General Meeting
Pursuant to Regulation 36(5) of SEBI Listing Regulations as amended, the credentials and terms of appointment of Mr. Sachin Singh are as under:
Profile:
Mr. Sachin Singh is a Practicing company secretary and law graduate (LLB) with Bringing more than 10 years of professional experience, with 4 years of post-qualification specialization in corporate secretarial and compliance matters.
Terms of appointment:
Mr. Sachin Singh is proposed to be appointed for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029-30.
The proposed fees payable to Mr. Sachin Singh is mutually agreed between company and secretarial auditor. The Audit Committee/ Board are proposed to be authorised to revise the fee, from time to time.
The Board of Directors recommends the said resolution, as set out in item 2 of this Notice for your approval.
None of the Directors or key managerial personnel or their relatives is in any way concerned or interested, financially or otherwise in the said resolution.
ITEM NO. 3 REGULARISATION OF ADDITIONAL DIRECTOR MR. DHRUV RAMESHBHAI CHAUHAN (DIN: 10648602) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
Mr. Dhruv Rameshbhai Chauhan(DIN: 10648602) was appointed as an Additional Director of the company on 30.08.2024 in terms of Section 161 (1) of the Companies Act, 2013 in the category of 'Non-Executive Independent' in terms of the Companies Act, 2013. Mr. Dhruv Rameshbhai Chauhan(DIN: 10648602), an Additional Director shall hold office up to the date of the ensuing General Meeting of the Company or within a time period of three months from the date of appointment, whichever is earlier. Mr. Dhruv Rameshbhai Chauhan not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act and has given his consent to act as Director (in the category of Independent Director). The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) as an Independent Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Dhruv Rameshbhai Chauhan (DIN: 10648602) as 'Nonexecutive Independent Director' for a term up to 5 (five) consecutive years commencing from 03.12.2025 to 02.12.2030.
Accordingly, the Board of Directors recommends the passing of the above resolution as a Special Resolution as set out in the item no.3 of the notice for appointment of Mr. Dhruv Rameshbhai Chauhan. Save and except Mr. Dhruv Rameshbhai Chauhan, Independent Director, being an appointee, none of the other Directors/Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.
ITEM NO. 4 REGULARISATION OF ADDITIONAL DIRECTOR MS. SONALI SANDEEP JOSHI (DIN: 10648603) AS AN INDEPENDENT DIRECTOR OF THE COMPANY.
Ms. Sonali Sandeep Joshi(DIN: 10648603) was appointed as an Additional Director of the company on 30.08.2024 in terms of Section 161 (1) of the Companies Act, 2013 in the category of 'Non-Executive Independent' in terms of the Companies Act, 2013. Ms. Sonali Sandeep Joshi(DIN: 10648603), an Additional Director shall hold office up to the date of the ensuing General Meeting of the Company or within a time period of three months from the date of appointment, whichever is earlier. Ms. Sonali Sandeep Joshi not disqualified from being appointed as an Independent Director in terms of Section 164 of the Act and has given her consent to act as Director (in the category of Independent Director). The Board considers that her association would be of immense benefit to the Company and it is desirable to avail services of Ms. Sonali Sandeep Joshi (DIN: 10648603) as an Independent Director. In order to ensure compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 read with Rules made there under and Schedule IV of the Act, it is proposed that approval of the shareholders be accorded for the appointment of Ms. Sonali Sandeep Joshi (DIN: 10648603) as 'Non-executive Independent Director' for a term up to 5 (five) consecutive years commencing from 03.12.2025 to 02.12.2030.
Accordingly, the Board of Directors recommends the passing of the above resolution as a Special Resolution as set out in the item no.4 of the notice for appointment of Ms. Sonali Sandeep Joshi. Save and except Ms. Sonali Sandeep Joshi, Independent Director, being an appointee, none of the other Directors/Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, in the Resolution set out in the notice.
ITEM NO. 5 APPOINTMENT OF WHOLE TIME DIRECTOR
Based on the recommendation of Nomination and Remuneration Committee duly approved by the resolution passed at its meeting, the Board of Directors has appointed Ms. Sanju as Whole time Director of the Company for a period of 5 (five) years w.e.f. 3™December, 2025, subject to approval of the members in General Meeting upon terms and conditions set out in the draft agreement to be entered into by the Company with her as approved by the Board of Directors. It would be therefore in the interest of the Company to appoint Ms. Sanju as Whole time Director of the Company.
The material terms and conditions of the said draft Agreement are as under: 1. Period of Agreement: December 3, 2025 to December 2, 2030
-
Remuneration: as may be decided by the board from time to time.
-
Where in any financial year during her tenure as Whole time Director, if the Company has no profit or its profits are in adequate, the Company will pay remuneration by way of salary and perquisites/allowances as aforesaid.
-
Whole time Director shall be entitled to annual leave for a period of thirty five days and shall be entitled to accumulate earned leave for a maximum of ninety days.
-
Whole time Director shall be entitled to: a) the reimbursement of entertainment expenses actually incurred by her in the course of legitimate business of the Company in accordance with the rules and regulations of the Company in force from time to time or as may be approved by the Board of Directors; and b) the reimbursem ent of travelling, hotel and other expenses incurred by her in India and abroad exclusively for the business of the Company in accordance with the rules and regulations of the Company in force from time to time or as may be approved by the Board of Directors.
-
No sitting fees shall be payable to her for attending the meeting of the Board of Directors or Committee thereof. 7. Notwithstanding anything to the contrary contained in the Agreement, either party shall be entitled to
terminate the Agreement, at any time by giving to the other party 90 days notice in writing in that behalf without the necessity of showing any cause and on expiry of the period of such notice, this Agreement shall stand terminated and Whole time Director shall cease to be the Whole time Director of the Company. The said notice period of 90 days may be waived mutually.
-
The terms and conditions of the said appointment herein and/ or agreement may be altered and varied by the B oard of Directors from time to time at its discretion as it may deem fit so as not to exceed the limits specified in the Schedule V to the Companies Act, 2013, or any other amendments made hereafter in that regard.
-
The other terms and conditions of the agreement are such as are customarily contained in agreement of similar nature.
-
The said appointment/agreement including the remuneration payable to her, is subject to the approval of the members and all such sanctions as may be necessary and shall be given effect to as per the modification, if any, ma de/approved.
The draft Agreement to be entered into between the Company and Ms. Sanjuis open for inspection at theRe gistered Office of the Company on any working days (excluding Saturdays) between 11.00 a.m. and 1.00 p.m. up to the date of General Meeting.
Your Directors recommend the resolution at Item No. 5 of the Notice for your approval.
Details of Ms. Sanju are provided in the notes to the Notice. The relatives of Ms. Sanju may be deemed to be in terested in the said resolution at Item No. 5 of the Notice to the extent of their shareholding, if any, in the Company. Ms. Sanju is interested in the said resolution as it pertains to her own appointment.
None of the Directors, Key Managerial Personnels of the Company and their relatives are, in any way, concerned or interested, financially, or otherwise, in the said resolution.
ON AND BEHALF OF THE COMPANY FILATEX FASHIONS LIMITED
Sd/-
MANAGING DIRECTOR SETHIA PRABHAT DIN: 00699415
DATE: 03.12.2025 PLACE: Hyderabad