The Directors of your Company are pleased to present the 12^th Annual Report of the business and operations of
the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on 31^st March, 2025 is as under:

During the financial year under review, the Company recorded a total revenue of Rs. 11,676.91 Lakhs, as
compared to Rs. 17,495.51 Lakhs in the previous financial year, representing a decline of approximately
33.27%.

The Company reported a Loss before Exceptional Items and Tax of Rs. 587.76 Lakhs, as against a Profit of Rs.
501.60 Lakhs in the previous year. After accounting for exceptional items and tax, the Net Loss stood at Rs. 444.81
Lakhs, compared to a Net Profit of Rs. 345.51 Lakhs in the previous year.

The Company managed to reduce its total expenses to Rs. 1,306.54 Lakhs, from Rs. 1,501.88 Lakhs in the

previous year — a reduction of 13.01%, demonstrating efforts towards cost control and operational efficiency.

This adverse financial performance reflects the challenges encountered during the year and underscores the
need for strategic corrective measures. The Board and the management are committed to undertaking focused
efforts towards improving operational efficiencies, optimizing costs, and exploring new revenue streams to
enhance the Company's performance in the coming financial year.

The Company acknowledges the impact of these financial results and is taking focused steps to restore growth
and profitability through strategic initiatives, improved efficiency, and prudent financial management.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the company.

DIVIDEND

Dividend Distribution Policy

As per the provisions of Regulation 43A of the Securities and Exchanges Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended, the Company is not
required to formulate and disclose its Dividend Distribution Policy. However, for better governance practices,
the Board of Directors (the "Board") of Akshar Spintex Limited (the "Company") had approved the Company's
Dividend Distribution Policy. Policy on Dividend Distribution has been placed on the Company's website at
https://www.aksharspintex.in/pdf/Corporate%20Governance/Dividend%20Distribution%20Policv.pdf

Interim Dividend

During the year, the board of director has not recommended any interim dividend for the year ended on 31^st
March, 2025

Unclaimed dividend

The Company declared a dividend for the financial year 2023-24. Pursuant to the declaration, the Company duly
issued dividend warrants to all eligible shareholders.

As of the date of this report, an amount of Rs. 36,333.59remains unclaimed, representing dividend warrants that
have not been encashed by certain shareholders.

In accordance with Section 124 of the Companies Act, 2013, any unclaimed dividend amount remaining unpaid
for a continuous period of seven years from the date of transfer to the Unpaid Dividend Account shall be
transferred to the Investor Education and Protection Fund (IEPF). Shareholders are advised to claim their un¬
encashed dividend amounts well before the expiry of this period.

In compliance with the provisions of the Companies Act, 2013, the Company has filed Form IEPF-2 with the
Ministry of Corporate Affairs, detailing the unclaimed dividend amount of Rs. 36,333.59. Since the dividend was
declared in 2024, the 7-year period for transfer to the Investor Education and Protection Fund (IEPF) has not yet
lapsed.

Final dividend

The Board of Directors of the Company has not recommended any final dividend for the year ended on 31^st
March 2025.

INVESTOR EDUCATION AND PROTECTION FUND MEPF1:

During the year under review, there were no instances incurred pursuant to which Company would require to
transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.

TRANSFER TO RESERVE:

The Board of Directors of your Company proposed not to transfer any amount to the General Reserves, for the
year ended March 31,2025.

HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31st March, 2025.

LISTING OF SECURITIES WITH STOCK EXCHANGE:

The Equity Shares 78,74,68,500/- (Seventy-Eight Crore Seventy-Four Thousand Sixty-Eight Thousand Five
Hundred Only) of Rs. 1/- each of the Company are listed in Main Board to the stock exchanges as:

The Company has paid the requisite Annual Listing Fees to Stock Exchanges, where its securities listed.
MATERIAL EVENT OCCURRED DURING THE YEAR.

1) The Decision of National Company Law Board was received in one case which is related to past period
when status of the Company was a private limited. One of the then shareholders had registered the case
against another shareholder and the Company was a party in that case. The Decision came during the
financial year for which required disclosure has been submitted to Stock Exchange. As the Company was
only a party in that case, there is no adverse effect of decision on the Company.

2) The Company has received the order form Beximcorp Textile- Dhaka amounting to Rs. 171 Crore on 23^rd
November 2023. Due to unavoidable circumstances the order was cancelled by the above entity on 14^th
August, 2024.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY. HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

No such event was occurred, affecting the financial position of the company since the end of the year end till the
date of the report.

CAPITAL STRUCTURE:

During financial year 2024-25, there was change in the Authorized Share Capital and Paid-up Share Capital of
the company. However, there is no change in class of security.

• Authorised Share Capital:

Authorised Share Capital of the company is Rs. 820,000,000/- (Eighty-two Crore Only) divided into 820,000,000
(Eighty-Two Crore) Equity Shares of Rs. 1/- each

• Issued, Subscribed, Paid up Share Capital:

The issued, subscribed and fully paid-up Equity Share Capital of the Company is Rs. 78,74,68,500/- (Seventy-Eight
Crore Seventy-Four Thousand Sixty-Eight Thousand Five Hundred Only) divided into 78,74,68,500 (Seventy-
Eight Crore Seventy-Four Thousand Sixty-Eight Thousand Five Hundred) Equity Shares of Rs. 1/-each.

During the year under review, the Company successfully completed a Rights Issue of 48,74,80,500 equity
shares of face value Rs. 1/- each, aggregating to Rs. 48,74,80,500/-. The rights issue was offered to existing
shareholders in accordance with applicable provisions of the Companies Act, 2013 and SEBI (Issue of Capital and
Disclosure Requirements) Regulations.

The equity shares issued pursuant to the rights issue were listed on both the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE) on 15th October 2024, upon receipt of the necessary approvals from
the respective stock exchanges.

The successful completion of the rights issue has further strengthened the Company's capital structure and will
support its ongoing business operations and growth initiatives.

The Company has not come up with Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of
Debentures, issue of Bonds etc.

CREDIT RATING:

During the year under review, Credit rating is not applicable to the company.

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 draws fine balance of business acumen and independent judgment on
Board's decisions The Board comprised of 6 (Six) Directors as on 31^st March, 2025, details of which are tabled
below:

During the financial year under review, there were changes in the composition of the Board of Directors.

Appointment During the year

During the year following changes have been made in the Board of Directors

Appointment during the Year

1. Mr. Brijeshkumar Prahladbhai Patel was appointed as Additional Director in the Capacity of the Executive
Director on 27^th December, 2024.

2. Mr. Rohit Naval was appointed as an Additional Director in the capacity of the Executive Director on 27^th
December 2024.

3. Mr. Keshav Makhija was appointed Additional Director in the category of Non-executive Independent
Director on 27^th January, 2025.

4. Mr. Sohilkumar Dineshkumar Patel was appointed Additional Director in the category of Non-executive
Independent Director on 27^th January, 2025.

Resignation During the year

1. Mr. Amit Vallabhbhai Gadhiya - Managing Director was resigned from the post of Managing Director as
well as Director w.e.f. 07^th March 2025. He is resigned due to due to personal and unavoidable
circumstances as per the resignation letter received from him

2. Mr. Nlrala L. Joshi - Independent Director was resigned w.e.f. 07^th March 2025. He is resigned due to due
to personal and unavoidable circumstances as per the resignation letter received from him

3. Mr. Keshav Makhija - Additional Independent Director was resigned w.e.f 28^th March 2025. He has
resigned from the post of the independent director due to his personal reason as per resignation letter
received from him.

4. Mr. Rohit Naval - Additional Independent Director was resigned w.e.f. 28^th March 2025. He has resigned
from the post of the independent director due to his personal reason as per resignation letter received
from him.

Appointment after closing of financial year to as on date of the report.

Subsequent to the close of the financial year and up to the date of this report, the Board has appointed the
following Director(s):

1. Mr. Harry Paghdar was appointed as Managing Director in the board meeting held on 21.05.2025. The
appointment is subject to approval by the shareholders at the forthcoming Annual General Meeting.

2. Mr. Sureshkumar C. Gajera, Additional director in the capacity non-executive independent director
was appointed as on 21^st may, 2025. The appointment is subject to approval by the shareholders at the
forthcoming Annual General Meeting.

Resignation after the closing of the financial year as on date of the report:

Subsequent to the close of the financial year and up to the date of this report, the Board has appointed the
following Director(s):

5. Mr. Sohilkumar Dineshkumar Patel Additional Director in the category of Non-executive Independent
Director of the Company is resigned on 21^st May, 2025. He is resigned due to personal reasons and
preoccupations as per the resignation letter received from him

6. Mr. Brijeshkumar Prahladbhai Patel Additional Director in the capacity of the Executive Director of the
Company is resigned on 21^st May, 2025 category of Non-executive Independent Director of the Company
is resigned on 21^st May, 2025. He is resigned due to personal reasons and preoccupations as per the
resignation letter received from him

The Company has received declarations from all the directors and with reference to that, there was no
disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

Independent Directors:

Declaration under Section 149(6):

The Company has received declarations from all the Independent Directors of the Company confirming that they
meet with the criteria of the independence as laid down under section 149(6) of the Companies Act, 2013 and
under Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In
accordance with the provisions of the Companies Act, 2013, none Of the Independent Directors is liable to retire
by rotation, they have complied with the Code for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar
("MCA"). The Independent Directors are also required to undertake online proficiency self-assessment test
conducted by the MCA within a period of 2 (two) years from the date of inclusion of their names in the data bank,
unless they meet the criteria specified for exemption. All the independent director has passed the said test in
due course.

In the opinion of Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with
schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Independent Directors are independent of management.

The Company has a Code of Conduct for the Directors and Senior Management Personnel. This Code is a
comprehensive code applicable to all Directors and members of the Senior Management. A copy of the Code
has been put on the Company's website www.aksharspintex.in

The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have
affirmed compliance of the same.

Re-appointment of Independent Director

In accordance with the provisions of Section 149(10) and (11) of the Companies Act, 2013 and the rules made
thereunder, and based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 1^st August, 2025 approved the proposal for reappointment of Mr Mr. Parshotam
Lakhabhai Vasoya (DIN: 09229252), as an Independent Director of the Company for a second term of 5
consecutive years, subject to the approval of the shareholders by way of a special resolution, he shall be
reappoint for second and final term of 5 years commencing from 23^rd August, 2026 till 22^nd August, 2031

The Board is of the opinion that Mr. Parshotam Lakhabhai Vasoya (DIN: 09229252) continues to meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A brief profile of Mr. Parshotam Lakhabhai Vasoya (DIN: 09229252) along with the nature of expertise,
qualifications, and experience, is provided in the Notice convening the 12^th Annual General Meeting.

The Board recommends the reappointment of Mr. Parshotam Lakhabhai Vasoya (DIN: 09229252) subject to
approval by the members

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and Updation programs for independent directors on need basis.
Conducted by knowledgeable persons from time to time. The Policy of Familiarization has been placed at
http://aksharspintex.in/pdf/Corporate%20Governance/Famalisation%20Proaramme.pdf

Pursuant to the provisions of Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The following have been designated as
the Key Managerial Personnel of the company during year from 1^st April, 2024 to 31^st march, 2025:

During the financial year resignation of Kev Managerial Personnel

1. Mr Amit Vallabhbhai Gadhiya, Managing Director with effect from 07^th March, 2025

2. Mrs. Bharti G. Ajudiya, Company Secretary & Compliance Officer with effect from 20^th July, 2024

After the closing of financial to the date of the report appointment & Resignation of Key Managerial
Management

1. Mr. Harry D. Paghdar, Managing Director appointed with effect from 21^st May, 2025

2. Mr. Dheeraj Sahu Kumar, Resigned Company Secretary & Compliance Officer with effect from 1^st July,
2025

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on company/business policy and strategy apart from
other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of
the Board meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors
to take an informed decision.

During the year, 18 (Eighteen) Board meetings were convened and held. The details thereof are given in the
Corporate Governance Report which forms part of this Annual Report in the form of "Annexure-I". The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act,
2013

The following Committees constituted by the Board function according to their respective roles and defined
scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules
framed thereunder:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respective committees are given in
the Report on Corporate Governance, which forms a part of this Annual Report as "Annexure-I". During the year
under review, the Board has accepted all recommendations made by the various committees.

DECLARATION AND MEETING OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria
of independence as prescribed under section 149(6) of the Companies Act, 2013.Further that the Board is of the
opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 during the year 2024-25.

Further, the Independent Directors, at their exclusive meeting held on 1^st March, 2025 during the year reviewed
the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the
Companies Act, 2013 and Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

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. 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.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization
programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at
Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing
Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational
Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party
Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of
the Listing Regulations, the details required are available on the website of your Company at
www.aksharspintex.in.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (listing obligation and
disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the
criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria
the exercise of evaluation was carried out through a structured process covering various aspects of the Board
functioning such as composition of the Board and committees, experience & expertise, performance of specific
duties & obligations, attendance, contribution at meetings & Strategic perspectives or inputs regarding future
growth of company, etc. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Director. The performance of the Independent Directors was carried out by the
entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the
evaluation process.

The Board of Directors has carried out an annual evaluation of its own performance, its committees and
individual Directors pursuant to the requirements of the Act and the Listing Regulations.

In line with Corporate Governance of the company, the Board generally performs the major roles such as give
directions in the form of strategic decisions, provide control and support through advice to the management of
the company. It becomes imperative to evaluate the performance of the board as they are performing their
duties on behalf of stakeholders and protection of their interest is supremacy of any organization.

Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly
conducts the Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole.

ii. Committees of the Board of Directors.

iii. Individual Directors including the Chairman of the Board of Directors.

Board Evaluation helps to identify areas for potential adjustment and provides an opportunity to remind
directors of the importance of group dynamics and effective board and committee processes in fulfilling's board
and committee responsibilities.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and collectively as Board.

5. Building Teamwork among Board members.

6. Effective Coordination between Board and Management.

7. Overall growth of the organization.

Performance evaluation of the Board based on criteria such as composition and role of the Board, Board
communication and relationships, functioning of Board Committees, review of performance of Executive
Directors, succession planning, strategic planning, etc.

Performance evaluation of Committees based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board
Committees and effectiveness of its advice/recommendation to the Board, etc.

The meeting of Independent Directors held separately to evaluate the performance of non-independent
Directors, performance of the board as a whole and performance of the Chairman, taking into account the views
of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed
the meeting of the independent directors, at which the performance of the Board, its Committee sand Individual
Directors was also discussed. The entire board, excluding the independent director being evaluated, did
performance evaluation of Independent Directors.

POLICY ON BOARD DIVERSITY:

The Nomination and Remuneration committee has framed a policy for Board Diversity, which lays down the
criteria for appointment of Directors on the Board of your Company and guides organization's approach to Board
Diversity.

The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has
been placed on the Company's website at

http://aksharspintex.in/pdf/Corporate%20Governance/Board%20Diversitv%20Policv.pdf
POLICY ON CODE OF CONDUCT:

The Board of your Company has laid down two separate Codes of Conduct, one for all the Board Members and
the other for Employees of the Company. This Code is the central policy document, outlining the requirements
that the employees working for and with the Company must comply with, regardless of their location. Policy on
code of conduct has been placed on the Company's website at
http://aksharspintex.in/pdf/Corporate%20Governance/Code%20of%20Conduct%20for%20Senior%20Manaae
ment.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

This policy requires the Company to make disclosure of events or information which are material to the Company
as per the requirements of Regulation 30 of the Listing Regulations. Policy has been placed on the Company's
website at http://aksharspintex.in/pdf/Corporate%20Governance/Materialitv%20Event.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has framed a Nomination and Remuneration Policy for selection and appointment of Directors
including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior
Management Personnel and their remuneration as part of its charter and other matters provided under Section
178(3) of the Companies Act, 2013.

The Nomination and Remuneration Policy has been placed on the website of the Company at
http://aksharspintex.in/pdf/Corporate%20Governance/Nomination%20and%20Remuneration%20Policv.pdf

As per the policy, the events or information which has been disclosed by the Company to the Stock Exchanges
pursuant to Regulation 30 of the Listing Regulations shall be hosted on the website of the Company for a period
of 5 years from the date of hosting. Archival Policy has been placed on the Company's website at;
http://aksharspintex.in/pdf/Corporate%20Governance/Web%20Archival%20Policv.pdf

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons
and their immediate relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and
procedures for fair disclosure of unpublished price sensitive information, which has been available on the
Company's website at;

http://aksharspintex.in/pdf/Corporate%20Governance/lnsider%20Tradina.pdf
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

The policy is used to identify material subsidiaries of the Company and to provide a governance framework for
such material subsidiaries. Policy on determining Material Subsidiaries has been placed on the Company's
website at;

http://aksharspintex.in/pdf/Corporate%20Governance/Policv%20for%20Determinina%20Material%20Subsidia

rv.pdf

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards had been followed and
there were no material departures;

• the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31^st March, 2025 and of the profit of the Company for that period;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively;

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size,
scale and complexity of its operations as approved by the Audit Committee and the Board. The Company
maintains a system of internal controls designed to provide reasonable assurance regarding:

• Effectiveness and efficiency of operations.

• Adequacy of safeguards for assets.

• Reliability of financial controls.

• Compliance with applicable laws and regulations.

The Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving
financial, operational and compliance reporting objectives because of its inherent limitations. In addition,
projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the
Internal Financial Controls may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.

Further, the Internal Financial Control framework is under constant supervision of Audit Committee, Board of
Directors and Independent Statutory Auditors. During the year, no reportable material weakness in the design
or operations was observed. The stakeholder may refer to the Audit report for comment on internal control
system and their adequacy.

FRAUDS REPORTED BY THE AUDITORS:

No fraud has been reported by the Auditors to the Audit Committee or the board as specified under Section
143(12) of the Companies Act, 2013.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The stakeholders may
refer notes to the financial statements and audit report part of this report.

REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014forthe year ended March 31, 2025 and forming part of
the Directors' Report for the said financial year is provided in "Annexure -II".

PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 10,200,000/-
per annum and hence the Company is not required to give information under sub Rule (2) and (3) of Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to
make a serious endeavor for a quality value addition and constructive contribution in building a healthy and
better society through its CSR related initiatives and focus on education, environment, health care and other
social causes.

The Corporate Social Responsibility (CSR) Policy of the Company indicating the activities to be undertaken by
the Company, as approved by the Board, may be accessed on the Company's website at the link
http://aksharspintex.in/pdf/Corporate%20Governance/CSR%20Policv.pdf

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9
of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed
hereto and form part of this report as "Annexure III".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related
parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had
not entered into any contract/arrangement/transaction with related parties which could be considered material
in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h)
of the Companies Act, 2013 in Form AOC-2 is not applicable still better compliance we have given AOC-2 as a
part to this report. The Policy on dealing with related party transactions as approved by the Board may be
accessed on the Company's website at the link

http://aksharspintex.in/pdf/Corporate%20Governance/Related%20Partv%20Policv.pdf

Your directors draw attention of the members to Note 33 to the financial statement which sets out related party
transaction disclosures.

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

Company has not given any loans, guarantees, not made investments, and not provided securities along with
the purpose for which the loan or guarantee or security is proposed. So, section 186 is not applicable to the
company.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:

Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to
report sexual harassment cases at workplace for employee which is free of discrimination, further the Company
conducts awareness programme at regular interval of time.

During the year under review, no complaints with allegations of sexual harassment were received as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies
(Accounts) Rules, 2014 are as stated below:

(A) Conservation of energy-

Your Company is committed to sustainable business practices by contributing to environment protection and
considers energy conservation as one of the strong pillars of preserving natural resources. This also helps in
reducing carbon footprint across all its operations and improve the bottom-line under our 'Mission
Sustainability'.

I. The steps taken or impact on conservation of energy: -

II. The Company applies strict control system to monitor day-to-day power consumption in an effort to
save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as
possible.

III. The steps taken by the company for utilizing alternate sources of energy; The Company has not taken
any step for utilizing alternate source of energy.

IV. The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on energy conservation
equipment.

Power and Fuel Consumption:

• Power Consumption:

Fuel Consumption:

(B) Technology absorption-

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture
within the organization. Your Company continued to work on advanced technologies, upgrade of existing
technology and capability development in the critical areas for current and future growth.

I. The efforts made towards technology absorption;

II. The Company has not made any special effort towards technology absorption. However, company is
always prepared for update its factory for new technology.

III. The benefits derived like product improvement, cost reduction, product development or import
substitution: Not applicable

IV. In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year: Not applicable

V. The details of technology imported: Not applicable

VI. The year of import: Not applicable

VII. Whether the technology been fully absorbed: Not applicable

VIII. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

IX. The expenditure incurred on Research and Development- Not applicable

(C.) Foreign exchange earnings and Outgo-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section as an "Annexure IV" forming part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the
certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance
is part to this Report. The Report on the Corporate Governance is annexed herewith as "Annexure -I".

AUDITORS & AUDITORS REPORT:

Statutory Auditor:

Pursuant to provisions of Section 139 of the Companies Act, 2013, M/s. H. B. Kalaria & Associates, Chartered
Accountants (FRN: 104571W), were appointed as a Statutory Auditors of the Company to hold office from
Conclusion of 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting to be held for
the Financial Year ended on 31^st March, 2026. The statutory auditors have confirmed that they are not
disqualified from continuing as auditors of the Company

Further, the Statutory Auditor of the Company have submitted Auditors' Report on the accounts of the
Company for the accounting year ended 31^st March, 2025.

The Company has generally been regular in depositing undisputed statutory dues including Goods and
Services Tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs,

duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities apart from
a few delays in the payment of professional tax.

During the year under review, the Company has complied with the majority of its statutory obligations
within the prescribed timelines. However, there were a few isolated instances of delays in the remittance of
professional tax, which were not material in nature and have since been addressed. The management has
taken corrective measures to streamline internal processes and strengthen compliance mechanisms to avoid
recurrence of such delays in the future.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six

months from thp rlatp thp\/ hpnmp navahlp Thp rlptaik nf whirh arp a<; follows*

Details of statutory dues which have not been deposited as at the balance sheet date on account
of disputes are given below:

During the year under review, the Company has defaulted in the repayment of loans and borrowings from
financial institutions and banks. The defaults pertain to both principal and interest obligations, which were not
serviced within the stipulated due dates as per the terms and conditions of the respective loan agreements.

The Company is actively engaging with its lenders and financial stakeholders to restructure or regularize the
overdue amounts. Management is taking necessary steps to improve cash flows and operational efficiency to
meet its financial obligations in a timely manner going forward.

Further details regarding the nature and extent of such defaults, including the amount and period of default,
are disclosed in the notes to the financial statements and relevant annexures to this Report, as per applicable
regulatory requirements., the details or which are as follows:

the Company has not been declared as a willful defaulter by any bank or financial institution or other lender
during the reporting period.

Secretarial Auditor;

D N Vora & Associates, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company
for the Financial Year 2024-25 and have submitted their Report in Form No. MR-3 as required under Section 204
of the Companies Act, 2013 for the financial year ended 31^st March, 2025. The Report forms part of this report as
"Annexure V".

This Secretarial Auditors' Report is self-explanatory except some remarks. The explanation is provided
hereunder;

ÝS The Company has appointed new company secretary which has been delayed by 99 days.

It was observed that Mr. Sohilkumar Dineshkumar Patel and Mr. Brijeshkumar Prahladbhai Patel were
appointed as Additional Directors of the Company with effect from 27th December, 2024. However, their
appointments have not been regularised by the shareholders at a General Meeting within the prescribed time
frame of three months as stipulated under Section 161(1) of the Companies Act, 2013. Accordingly, the
Company has not complied with the statutory requirement for regularisation of Additional Directors.

ÝS As per the outcome of the Board Meeting held on January 27,2025, the Board approved the appointments of
Mr. Rohit Naval (DIN: 10542718) as Additional Director in the capacity of Executive Director, and Mr. Keshav
Makhija (DIN: 10542719) as Additional Director in the category of Non-Executive Independent Director.
However, as on the date of this report, the requisite e-forms for their appointments have not been filed with
the Ministry of Corporate Affairs (MCA), resulting in non-compliance with the applicable provisions of the
Companies Act, 2013 and relevant Rules made thereunder.

The Company has not Filed Form DIR-12 with ROC for following:

1. Appointment of Additional Director of Mr. Rohit Naval & Mr. Keshav Makhija.

2. The Internal Auditor resigned on 12^th August, 2022 and no new Internal Auditor was appointed up to 31^st
March 2025;

M/s. Mitesh Suvagiya & Co., Cost Accountant, have appointed as a Cost Auditor of the Company, by the Board
of Directors in their Meeting held on 30^th June, 2025 on the recommendation of the Audit Committee, to
conduct the Cost Audit of the records for the Financial Year 2025-26 on a remuneration as mentioned in the
Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Mitesh Suvagiya & Co. Cost Accountants has been received to the effect that their
appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified
under Section 148 of the Companies act, 2013 of the Act and Rules framed thereunder. A resolution seeking
Member's ratification for the remuneration payable to Cost Auditor forms part of the Notice of the Annual
General Meeting of the Company and same is recommended for your consideration and approval.

HUMAN RESOURCES

The Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. The
Company thrust is on the promotion of talent internally through job rotation and job enlargement.
COMPLIANCES OF SECRETARIAL STANDARDS

V

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable
Secretarial Standard/s, namely Secretarial Standard-1 ('SS-1') on Meetings of the Board of Directors and
Secretarial Standard -2 ('SS-2') on General Meetings, during the financial year 2024-25 ended 31 March 2025.

SUSPENSION OFTRADING

The equity shares of the Company have been listed and actively traded on Main Board of NSE and BSE. There
was no occasion wherein the equity shares of the Company have been suspended for trading during the FY
2024-25.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016

During the year under review no application was made further no any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) againstthe company

RISK & MITIGATING STEPS:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact
of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability
of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and
manage both business and non-business risk

The Board has adopted a risk management policy where various risks faced by the Company have been
identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company
has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating

factors are discussed in the Board. The Risk Management Policy has been placed on the website of the Company
at;

http://aksharspintex.in/pdf/Corporate%20Governance/Risk%20Manaaement%20Policv.pdf
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the Listing
Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has established a vigil mechanism through which employees and business
associates may report unethical behavior, wrong doing, malpractices, fraud, violation of Company's code of
conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Policy
provides that the Company investigates such reported matters in an impartial manner and takes appropriate
action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and
to provide for adequate safeguards against victimization of persons who may use such mechanism. The policy
on vigil mechanism of the company is also available on the website of the company at;
http://aksharspintex.in/pdf/Corporate%20Governance/Whistle%20Blower%20Policv.pdf

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company's operations in future. However, some complaint had made in previous year
which was in the nature of Civil and Criminal in which the company is a party. Till the completion of the financial
year decision were pending in the matter.

BUSINESS RESPONSIBILITY REPORT:

During the year under Review, the Report on Business Responsibility is not applicable to the company.
ANNUAL RETURN

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 is uploaded on the website
of the Company at https://www.aksharspintex.in/annual-return.htmI

ACKNOWLEDGEMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National
Stock Exchange of India Limited (NSE), Bombay Stock Exchange (BSE) and Securities Exchange Board of India
(SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their
continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance
received by the Company from the Central- State - Local Government and other regulatory authorities, Bankers

and Members. The Directors also record their appreciation of the dedication of all the employees at all levels for
their support and commitment to ensure that the Company continues to grow.

For and on Behalf of Board of Directors
AKSHAR SPINTEX LIMITED

Date: 1^st August, 2025
Place: Haripar (Jamnagar)

Harry D. Paghdar Harikrushna S. Chauhan

Managing Director Chairman cum Whole Time Director
[DIN: 11096100] [DIN :07710106]