డైరెక్టర్ల నివేదిక Akshar Spintex Ltd.

Mar 31, 2025

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:

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue From Operations	11,676.91	17495.51
Other income	227.79	295.90
Total(A)	11,904.70	17791.41
Cost of Materials Consumed	8,452.98	11268.46
Purchase	1,240.70	3724.30
Changes in Inventories	380.22	(252.37)
Employee Benefit Expenses	539.17	480.63
Financial Costs	108.95	133.34
Depreciation	463.89	433.57
Other Expenses	1,306.54	1501.88
Total(B)	12,492.46	17289.81
Profit Before tax	(587.76)	501.60
Tax Expenses i. Current Tax	0.00	84.28
ii. Mat Credit Availment / Entitlement	0.00	(7.79)
iii. Prior Period Tax	26.57	12.46
iv. Deferred Tax	(116.38)	67.14
Profit after Tax for the Year	(444.81)	345.51
Other Comprehensive lncome/(Expense) (OCI) net of tax expense
i. Items that will not be reclassified to Profit and Loss Account Less: Income Tax impact on above	3.82	4.96
Account Less: Income Tax impact on above	0.99	1.29
Total Other Comprehensive Income (Expenses) (OCI) net of tax expense	2.83	3.67
Total Comprehensive Income	(441.98)	349.19
Earnings per Share: Basic Diluted	(0.08) (0.08)	0.12 0.12

	30000 25000 20000 1 crinri		i	Key Financial Parameters
	15000 10000
5000 0 -5000 Revenue from operations					Profit before tax	Profit After tax
	¦ 2024-25 11676.91				-587.76	-444.81
	¦ 2023-24 17495.51				501.6	345.51

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:

Stock Exchange, where Akshar shares are listed	Scrip Symbol / Code
National Stock Exchangeof India Ltd.	AKSHAR
Bombay Stock Exchange of India Ltd.	541303

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:

Sr. No.	Name of the Director	Designation
01	Harikrushna Shamjibhai Chauhan	Chairman & Whole Time Director
02	llaben Dineshbhai Paghdar	Director
03	Rohit Bhanjibhai Dobariya	Independent Director
04	Parshotam LVasoya	Independent Director
05	Sohilkumar Dineshkumar Patel	Additional Director (in the category of independent director) (Resigned on 21.05.2025)
06	Brijeshkumar Prahladbhai Patel	Additional Director (in the category of independent director) (Resigned on 21.05.2025)

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:

Sr. No.	Name	Designation
1	Mr. Harikrushna Shamjibhai Chauhan	Chairman cum Whole Time Director
2	Mr. Amit Vallabhbhai Gadhiya (Resigned as Managing Director on 07.03.2025)	Managing Director
3	Mrs. Poonam P. Kapupara (Appointed w.e.f.26th February, 2024)	Chief Financial officer
4	Mrs. Bharti G. Ajudiya Resigned w.e.f. 20th July, 2024)	Company Secretary & Compliance officer
5	Mr Dheeraj Sahu Kumar (Appointment w.e.f. 27th January, 2025	Company Secretary & Compliance Officer

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:

Particulars	Units	Rate per unit	Amount
Total Units	9869973	9.08	89588742

Fuel Consumption:

Diesel Consumed (Factory)	162019
Diesel& Petrol Consumed (Vehicle)	500420

(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-

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Foreign Exchange Earnings (in Rs.)	NIL	NIL
Foreign Exchange Outgo (in Rs.)	NIL	NIL

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*

Name of statute	Nature of dues	Amount unpaid (in Rs. lacs)	Period to which the amount relates	Due date of payment	Actual date of payment
Gujarat Professional Tax Act	Professional Tax	4.97	F.Y. 2020-21	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	5.09	F.Y. 2021-22	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.43	F.Y. 2022-23	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.01	F.Y. 2023-24	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	1.43	F.Y. 2024-25	Monthly	Not paid till date of report

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

Name of	Nature of	Forum where	Period to which the	Gross amount due (in Rs. lacs)	Amount unpaid (in Rs. lacs)
statute	dues	dispute pending	amount relates
The Income Tax Act, 1961	Income Tax	The Commissioner of Income tax (Appeals)	A.Y. 2018-19	119.16	119.16

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:

Nature of borrowing	Name of lender	Amount not paid on due date (in Rs. Lakhs)	Whether principal or interest	No. of days of delay or unpaid	Remarks, if any
Rupee Term Loan	SIDBI	36.75	Both	1-6	-

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;

¦S 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.

¦S 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]

---

Mar 31, 2024

The Directors of your Company are pleased to present the 11^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, 2024

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on 31^st March, 2024 is as under:

Particulars	2023-2024	2022-2023
Revenue from Operations	17495.51	13,553.25
Other Income	295.90	238.91
Total Revenue	17,791.41	13,792.16
Cost of Materials Consumed	11,268.46	11,806.26
Purchase of Stock in trade	3,724.30	348.72
Change in Inventories	(252.37)	(125.58)
Employee Benefit Expense	480.63	504.63
Finance Costs	133.34	171.73
Depreciation and Amortization Expenses	433.57	426.97
Other Expenses	1,501.88	1078.42
Total Expenditures	1 7,289.81	14,211.16
Profit before exceptional items and tax	501.60	(419.00)
Exceptional income/(expenses)-Net	-	-
Profit before tax	501.60	(419.00)
Tax Expenses:
Current Tax	84.28	-
Mat Credit Availment / Entitlement	(7.79)	-
Prior Period Tax	12.46	(31.64)
Deferred Tax	67.14	(110.92)
Profit After Tax	345.51	(276.43)
Other Comprehensive Income/(Expense) (OCI) net of tax
expense
(1) Items that will not be reclassified to Profit and Loss
Account	4.96	23.28
Less: Income Tax impact on above	1.29	6.05
Account	-
Less: Income Tax impact on above		-
Total Other Comprehensive Income/(Expenses) (OCI) net	3.67	17.22
of tax expense
Total Comprehensive Income	3 49.19	(259.21)
Earnings per Share:
Basic	0.12	(0.1)
Diluted	0.12	(0.1)

F 2023-24

tevenue From Operation

Pro

fit Before Tax

a

17495.51

x? ¦ A

h

£

2022-23

-41 -46%

in

\

501.6 54%

¦ 2022-23 ¦ 2023-24

13,553.25

i

J

0.00 5,000.00 10,000.00 15,000.00 20,000.00

Profit After tax

Earning Per Share

X 1

202

3-2

4

100

n _1

2022-23 2023-24 -100

J_L

1UU ?nn

2022-23

“ZUU -276.43

-0

Jr

l

7 1/

\ \ \

-300 -400 -

r / r \ \ x .1 -0.05 0 0.05 0.1 0.15

During the financial year under review, the Company''s revenue from operations increased to Rs. 17495.51 Lacs as compared to Rs. 13,553.25 lacs in the previous financial year.

• Total Expenses has increased from Rs. 14,211.16 Lacs of previous financial year to Rs. 1 7,289.81 Lacs of the reporting financial year.

• Akshar recorded Net Profit of Rs 349.19 lacs for the year financial year 2023-24 against Sustainable Loss of Rs. -259.29 Lacs for previous financial year 2022-23

• Earnings per Share (EPS) for the F.Y. 2023-24 is Rs. 0.12 as compared to previous year company facing loss EPS Rs. (-0.1) of financial year 2022-23

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 Tirupati Forge 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%20Policy.pdf Interim Dividend

The Board of Directors of the Company have paid an interim dividend of ? 0.01/- (1%) per equity share of face value of M each for the financial year ended 31 March 2024. The total payout was of ? 24,99,990/-towards interim dividend. The Company had deducted tax at source (TDS) at the time of payment of dividend in accordance with the provisions of the Income Tax Act, 1961.

Final dividend

The Board of Directors of the Company has not recommended any final dividend for the year ended on 31^st March 2024.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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, 2024.

HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31st march, 2023. LISTING OF SECURITIES WITH STOCK EXCHANGE:

The Equity Shares 29,99,88,000 (Twenty-Nine crores Ninety-Nine Lacs Eighty-Eight Thousand Only) of Rs. 1/- each of the Company are listed in Main Board to the stock exchanges as:

Stock Exchange where Tirupati shares are listed
	Scrip Symbol / Code
National Stock Exchange of India Ltd.	AKSHAR
Bombey Stock Exchange of India Ltd.	541303

The Company has paid the requisite Annual Listing Fees to Stock Exchanges, where its securities listed.

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:

The Board of Director decided to issue Right shares amounting to Rs. 4874.81 Lakhs Lacs after closure of the Financial Year ended on 31^st March 2024.

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 then shareholder had registered the case against another shareholder and the Company was a party in that case. The Decision has come after completion of the financial year and the required disclosure has been submitted to Stock Exchange only. As the Company was only a party in that case, there is no adverse effect of decision on the Company.

CAPITAL STRUCTURE:

During financial year 2023-24, 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. 299,988,000/-(Twenty-Four Crore Ninety-Nine Lacs Ninety Thousand Only) divided into 299,988,000 (Two Crore Forty-Nine Lacs Ninety-Nine Thousand) Equity Shares of Rs. 1/- each.

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, 2024, details of which are tabled below:

Sr No.				Director Identification Number (DIN)
	Name of Persons	Designation
1	HARIKRUSHNA SHAMJIBHAI CHAUHAN	Chairman & Whole Time Director	07710106
2	AMIT VALLABHBHAI GADHIYA	Managing Director	06604671
3	ILABEN DINESHBHAI PAGHDAR	Executive Director	07591339
4	NIRALA INDUBHAI JOSHI	Independent Director	08055148
5	ROHIT BHANJIBHAI DOBARIYA	Independent Director	08085331
6	PARSHOTAM VASOYA	Independent Director	09229252

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 ("IICA"). The Independent Directors are also required to undertake online proficiency selfassessment test conducted by the IICA 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.

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%20Programme.pdf

KEY MANAGERIAL PERSONNEL:

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, 2023 to 31^st march, 2024:

Sr. No.
	Name	Designation
1	Mr. Harikrushna Shamjibhai Chauhan	Chairman cum Whole Time Director
2	Mr. Amit Vallabhbhai Gadhiya	Managing Director
3	Mr. Jagdish D. Otradi (Resigned w.e.f. 27th May, 2023)	Chief Financial Officer
4	Mr. Pratik M. Makwana (Resigned w.e.f. 31st July, 2023)	Company Secretary
5.	Mrs. Poonam P. Kapupara (Appointed w.e.f.26th February, 2024	Chief Financial officer
6.	Mrs. Bharti G. Ajudiya (Appointed w.e.f. 19th October, 2023 and Resigned w.e.f. 20th July, 2024)	Company Secretary

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, 15 (Fifteen) 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

COMMITTEES OF THE BOARD:

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 2023-24.

Further, the Independent Directors, at their exclusive meeting held on 30^th March, 2024 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.

FORMAL ANNUAL EVALUATION:

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 nonindependent

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%20Diversity%20Policy.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%2 0Management.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/Materiality%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%20Poli cy.pdf

ARCHIVAL POLICY:

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%20Policy.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/Insider%20Trading.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/Policy%20for%20Determining%20Material%20

Subsidiary.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, 2024 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, 2014 for the year ended March 31, 2024 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.

CORPORATE SOCIAL RESPONSIBILITY:

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%20Policy.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%20Party%20Policy.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

Particulars	Units	Rate per unit	Amount
Total Units	12917993	9.18	11,86,47,656

• Fuel Consumption:

	Diesel Consumed (Factory)		157195
	Diesel& Petrol Consumed (Vehicle)		573496

(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-

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Foreign Exchange Earnings (in Rs.)	NIL	NIL
Foreign Exchange Outgo (in Rs.)	NIL	NIL

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, 2024.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

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.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

Name of statute	Nature of dues	Amount unpaid (in Rs. lacs)	Period to which the amount relates	Due date of payment	Actual date of payment
Gujarat Professional Tax Act	Professional Tax	4.97	F.Y. 2020-21	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	5.09	F.Y. 2021-22	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.43	F.Y. 2022-23	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	1.24	F.Y. 2023-24	Monthly	Not paid till date of report

Secretarial Auditor;

D N Vora & Associates, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company for the Financial Year 2023-2024 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, 2024. 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;

The Internal auditor was resigned from w.e.f 12^th August 2022. The Company is in search of suitable person who can do the duty of Internal Auditor in proper manner. Till 31^st March 2024, the company is not able to search such person so the post of Internal Auditor is vacant. The Management are very sure to fill the vacancy as soon as possible.

The company has not complied with CSR activities as required under the Companies Act, 2013 The company has issued bonus shares after two months which was been delayed by 05 days.

Cost records and audit;

Cost Audit Report on cost records of the company for the financial year 2022-23 received from M /s. Mitesh Suvagiya & Co., Cost Auditor of the Company as placed before the meeting and initialed by chairman for the purpose of Identification considered and taken on note."

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 20^th May, 2024 on the recommendation of the Audit Committee, to conduct the Cost Audit of the records for the Financial Year 2024-2025 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.

INTERNAL AUDITOR

During the year under review, Mr. Mehulkumar Parmar, an Internal Auditor has resigned from the Company w.e.f. 12^th August, 2022. The Company is not able to appoint internal auditor up to the 31^st March 2024.

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

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 2023-2024 ended 31 March 2024.

SUSPENSION OF TRADING

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 2023-2024.

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) against the 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%20Management%20Policy.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%20Policy.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 was made which was in the nature of Civil and Criminal against the Company. Further one case is pending at National Company Law Tribunal, Ahmedabad as on 31^st March 2024.

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. 2023-24 is uploaded on the website of the Company at https://www.aksharspintex.in/annual-return.html

ACKNOWLEDGEMENT:

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), 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: 30.08.2024 Place: Haripar (Jamnagar)

Amit V. Gadhiya Harikrushna S. Chauhan

Managing Director Chairman cum Whole Time Director

[DIN : 06604671] [DIN :07710106]

---

Mar 31, 2023

The Directors of your Company are pleased to present the 10^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, 2023.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended on 31^st March, 2023 is as under: -

Particulars	2022-2023	2021-2022
Revenue from Operations	13,553.25	17,210.84
Other Income	238.91	346.38
Total Revenue	13,792.16	17,557.22
Cost of Materials Consumed	11,806.26	12,252.94
Purchase of Stock in trade	348.72	1,659.31
Change in Inventories	(125.58)	(165.54)
Employee Benefit Expense	504.63	749.83
Finance Costs	171.73	256.23
Depreciation and Amortization Expenses	426.97	421.19
Other Expenses	1078.42	1417.01
Total Expenditures	14,211.16	16,590.97
Profit before exceptional items and tax	(419.00)	966.25
Exceptional income/(expenses)-Net	-	-
Profit before tax	(419.00)	966.25
Tax Expenses:
Current Tax	-	160.51
Mat Credit Availment / Entitlement	-	(44.21)
Prior Period Tax	(31.64)	(9.29)
Deferred Tax	(110.92)	156.89
Profit After Tax	(276.43)	702.36
Other Comprehensive Income/(Expense) (OCI) net of tax expense
(1) Items that will not be reclassified to Profit and Loss Account
Less: Income Tax impact on above
Account	23.28	(4.67)
Less: Income Tax impact on above	6.05
Total Other Comprehensive Income/(Expenses) (OCI) net of tax	17.22	(4.67)
expense
Total Comprehensive Income	(259.21)	697.69
Earnings per Share:
Basic	(1.11)	2.81
Diluted	(1.11)	2.81

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS Sales & Profitability Review

During the year under review the Company has generated revenue from its operation of Rs. 13,553.25/-Lacs, lesser over the previous year''s revenue of Rs. 17,210.84/- Lacs. The Company has booked profit before depreciation, interest and tax of Rs. 179.70/- Lacs as against Rs. 1643.67/- Lacs in the previous year. After providing for depreciation of Rs. 426.97/- Lacs (previous year Rs. 421.19/- Lacs), interest of Rs. 171.73/- Lacs (previous year Rs. 256.23/- Lacs), provision for current tax of Rs. Nil (previous year Rs. 160.51/- Lacs), deferred tax (net of adjustments) of Rs. (110.92)/- Lacs (previous year Rs. 156.89/- Lacs), the Net Loss After Tax worked out to Rs. (276.43)/- Lacs as compared to Profit of Rs. 702.36/- Lacs in the previous year.

1 i /inn				Performance Snapshot
-LO* UU 15400
i/i/i nn
„ 13400 | 12400 .E 11400 10400 Q400
	1
9400 8400
o^ UU 7400
/400 6400
5400
4400
4400 3400
jHUU 2400
2400 1400				i-1
400				1 i^ |
-600	Revenue			PBT PAT EBIT EBITDA
* 2022-2023	13553.25			-419 -276.43 -247.27 170.7
2021-2022	17210.84			961.58 702.36 1222.48 1643.67

REASON OF DECREASED REVENUE DURING THE YEAR 2022-2023

? Shortage of Cotton which is the primary raw material for yarn manufacturing which is an agriculture produce. Prices of cotton were too high. Its supply and quality are subject to forces of nature. Any increase in the prices of raw cotton will make the things difficult for the Textile Industry resulting weak demand and thin margins. Thus availability of raw cotton at the reasonable prices is crucial for the spinning industry. Any significant change in the raw cotton prices can affect the performance of the Industry.

? Growth prospects weakened due to unprecedented increase in the prices of commodities because of the ongoing conflict between Russia & Ukraine which has put breaks on the growth of the Global economies. The sharp rise in the fuel and food prices, high rate of inflation and tightening of monetary policy in several countries has further aggravated the problems for the Global Economies. In addition frequent and wider-ranging lockdown in china including in key manufacturing hubs have also slow down the economic activity and has thus caused new

bottlenecks in Global supply chain. Indian Textile Industry continues to face stiff competition from China, Bangladesh, Taiwan, Sri Lanka and other emerging economies who have got the preferred treatment from the countries of European Union and U.S.A.

? Due to war between Russia & Ukraine recession arisen in European Unions (EU)/countries and. The government has also resumed negotiations with the European Unions (EU) for agreement on Trade and Investment which will help in tapping uncharted export markets.

? We can say that Dollar price fluctuation is one the factor affected to all industries, you are well aware about dollar price fluctuation in last six months.

We are committed to achieve manufacturing excellence through adopting new technology and de-bottlenecking our constraints. Savings from the modernization is expected to be achieved during current year. War between Russia and Ukraine is resulting in supply chain disruptions and slowdown in the manufacturing sector all over the world particularly in Europe and America. This resulted in substantial decrease in exports due to lack of demand overseas, over supply in domestic market affected yarn prices adversely. Also, due to high cotton prices a part of cotton yarn production was diverted to synthetic yarn which has caused serious over supply in the market. Your Company, is reasonably optimistic and is evaluating all possible avenues to maintain profitability. The efforts to keep costs under control continue with emphasis on improved productivity and profitability.

5000		Resources Utilization Snapshot 4883.4 .
		4404 53
4500
4000	4048.63
3500					3595.43		3318.23
3000 to u CD c 2500 CO | CH 2000 1500 1000 500
								1737.68
0 Fixed Assets Net Block H 2022-2023 4048.63 w 2021-2022 4404.53				Current Assets 3595.43 4883.4			Inventory level 1737.68 3318.23

CHANGE IN THE NATURE OF BUSINESS:

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

DECLARATION OF DIVIDEND:

For the year under review, for furtherance of business and to meet day-to-day operational activities, your Board of Directors has decided to not recommend any dividend for the F.Y. 2022-2023.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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, 2023.

HOLDING/SUBSIDIARY/ASSOCIATE:

The Company has no Holding, Subsidiary and Associate Company.

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:

The Company has applied to the Bombay Stock Exchange ("BSE") National Stock Exchange of India Limited ("NSE") for Sub-Division/Split of every 1 (One) equity share of face value of Rs. 10/- (Rupees Ten Only) each into 10 (Ten) equity shares of face value of Re. 1/- (Rupee One Only) each. It is pleasure to the Company and matter of appreciation that Company has got approval on August 1, 2023 for Split/Sub-Division of Shares from BSE & NSE.

There are no other material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2022 to the date of this Report.

CAPITAL STRUCTURE:

During the year under review, there was no change in the Authorized Share Capital and Paid-up Share Capital of the company. At present Authorized capital of the company is Rs. 250,000,000/- (Twenty-Five Crore Only) divided into 25,000,000 (Two Crore Fifty Lacs) Equity Shares of Rs. 10/- each, and Paid-Up Capital of the Company is Rs. 249,990,000/- (Twenty-Four Crore Ninety-Nine Lacs Ninety Thousand Only) divided into 24,999,000 (Two Crore Forty-Nine Lacs Ninety-Nine Thousand) Equity Shares of Rs. 10/- each.

The Company has not come up with any Right issue, 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.

LISTING OF SECURITIES WITH STOCK EXCHANGE:

The Equity Shares 24,999,000 (Two Crore Forty-Nine Lacs Ninety-Nine Thousand) of Rs. 10/- each of the Company are listed and traded at BSE & NSE Main Board.

DIRECTORS

The Board comprised of 6 (Six) Directors with combination of executive and non-executive directors, details of which are tabled below:

Sr No.			Director
	Name of Persons	Designation	Identification
			Number (DIN)
1	HARIKRUSHNASHAMJIBHAI CHAUHAN	Chairman & Whole Time Director	07710106
2	AMIT VALLABHBHAI GADHIYA	Managing Director	06604671
3	ILABEN DINESHBHAI PAGHDAR	Executive Director	07591339
4	NIRALA INDUBHAI JOSHI	Independent Director	08055148
5	ROHIT BHANJIBHAI DOBARIYA	Independent Director	08085331
6	PARSHOTAM VASOYA	Independent Director	09229252

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 ("IICA"). The Independent Directors are also required to undertake online proficiency selfassessment test conducted by the IICA 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.

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 place at http://aksharspintex.in/pdf/Corporate%20Governance/Famalisation%20Programme.pdf

KEY MANAGERIAL PERSONNEL:

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 as on 31/03/2023:

Sr.	Name	Designation
No.
1	Mr. Harikrushna Shamjibhai Chauhan	Chairman cum Whole Time Director
2	Mr. Amit Vallabhbhai Gadhiya	Managing Director
3	Mr. Jagdish D. Otradi (Resigned w.e.f. 27th May, 2023)	Chief Financial Officer
4	Mr. Pratik M. Makwana (Resigned w.e.f. 31st July, 2023)	Company Secretary

NUMBER OF BOARD MEETINGS:

During the year, 8 (Eight) 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.

COMMITTEES OF THE BOARD:

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.

MEETING OF INDEPENDENT DIRECTORS

Further, the Independent Directors, at their exclusive meeting held on 14^th November, 2022 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.aksharspinte.in.

FORMAL ANNUAL EVALUATION:

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 perform 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 nonindependent

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%20Diversity%20Policy.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%2 0Management.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/Materiality%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%20Poli cy.pdf

ARCHIVAL POLICY:

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%20Policy.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/Insider%20Trading.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/Policy%20for%20Determining%20Material%20

Subsidiary.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, 2023 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, 2014 for the year ended March 31, 2022 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.

CORPORATE SOCIAL RESPONSIBILITY:

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%20Policy.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%20Party%20Policy.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:

Particulars	Units	Rate per unit	Amount
Total Units	9403560	8.81	82,819,026/-

Fuel Consumption:
	Diesel Consumed (Factory)		132338 /-
	Diesel& Petrol Consumed (Vehicle)		442305/-

(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-

Particulars	F.Y. 2022-2023	F.Y. 2021-2022
Foreign Exchange Earnings (in Rs.)	NIL	NIL
Foreign Exchange Outgo (in Rs.)	NIL	NIL

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, 2023.

This Auditors'' Report is self-explanatory except some remarks. The Clarification by board of Director for such points are provided hereunder;

As per Note 2.5 of the section Summary of Significant Accounting Policies the Company has not complied with the provisions of AS 15 - Employee Benefits with respect to creating a provision for leave encashment expense payable to its employees. In the matter it is clarified that the Company determines the liability for defined benefit plans on actual payment basis only.

The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets; the quarterly returns/statements filed by the Company with the banks during the reporting period are not in agreement with the books of accounts of the Company. The details regarding such reconciliation is as disclosed in note [31.1] of the financial statements.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

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.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

Name of statute	Nature of dues	Amount unpaid (in Rs. lacs)	Period to which the amount relates	Due date of payment	Actual date of payment
Gujarat Professional Tax Act	Professional Tax	4,97,320	F.Y. 2020-21	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	5,09,330	F.Y. 2021-22	Monthly	Not paid till date of report

Secretarial Auditor;

CS Piyush Jethva, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company for the Financial Year 2022-2023 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, 2023. 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;

The remuneration to one Director is in excess of the limit prescribed under the section 197 of the Companies Act, 2013. It is clarified that the management is expecting good profit for the year ended on 31^st March 2023 considering the previous year profit. However due to sudden burst of war between Russia and Ukraine, the demand of cotton and cotton product was drastically dropped and accordingly it has very bad effect on the profit ration of the company. As a result, company booked loss instead of profit during the year. Due to that reason the remuneration paid was result in excess remuneration from what is specified under section 197 of the Companies Act, 2013. However, the Nomination and remuneration committee has revied the same and recommended to board for waiver of the same. The Board also approved the waiver subject to approval by the Member as per section 197 (10) of the Companies Act, 2013. The approval of Share holder is requested in the matter in pursuing Annual General Meeting.

The Internal auditor was resigned from w.e.f 12^th August 2022. The Company is in search of suitable person who can do the duty of Internal Auditor in proper manner. Till 31^st March 2023, the company is not able to search such person so the post of Internal Auditor is vacant. The Management are very sure to fill the vacancy as soon as possible.

Due to heavy loss during the year. The company was facing heavy financial crisis, so during the year 2022-23, obligation towards expense of Corporate Social Responsibility is not fulfilled by the Company. However, the Company will comply with the provision of Section 135 in case of nonfulfillment of obligation towards expense of Corporate Social Responsibility.

Cost records and audit;

Cost Audit Report on cost records of the company for the financial year 2021-22 received from M/s. Mitesh Suvagiya & Co., Cost Auditor of the Company as placed before the meeting and initialed by chairman for the purpose of Identification considered and taken on note."

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 27^th May, 2023 on the recommendation of the Audit Committee, to conduct the Cost Audit of the records for the Financial Year 2023-2024 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 141 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.

Internal Auditor;

During the year under review, Mr. Mehulkumar Parmar, an Internal Auditor has resigned from the Company w.e.f. 12^th August, 2022. The Company is not able to appoint internal auditor up to the 31^st March 2023.

RISK & MITIGATING STEPS:

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%20Management%20Policy.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 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%20Policy.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 was made which was in the nature of Civil and Criminal against the Company. Further one case is pending at National Company Law Tribunal, Ahmedabad as on 31^st March 2023.

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. 2022-23 is uploaded on the website of the Company at www.aksharpintex.in

ACKNOWLEDGEMENT:

Your directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, Business Constituents and Shareholders for their continued and valuable cooperation and support to the Company and look forward to their continued support and co-operation in future too.

They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on Behalf of Board of Directors AKSHAR SPINTEX LIMITED

Date: 25.08.2023 Place: Haripar (Jamnagar)

Amit V. Gadhiya Harikrushna S. Chauhan

Managing Director Chairman cum Whole Time Director

[DIN : 06604671] [DIN :07710106]

---

Mar 31, 2018

DIRECTOR''S REPORT

To,

Members,

Akshar Spintex Limited,

Your Directors are pleased to present 5th Annual Report along with the audited financial statements for the year ended 31st March, 2018.

FINANCIAL RESULTS

The Financials of The Company for The Year Ended On March 31, 2018. Is Summarized as under:

PARTICULARS	31.03.2018	31.03.2017
Revenue from Operations	93,07,59,950	86,25,04,153
Other Income	6,45,22,189	9,18,972
Total Revenue	99,52,82,139	86,34,23,125
Cost of Materials Consumed	69,04,94,669	66,43,89,170
Purchase of Stock in Trade	-	-
Changes in inventories of finished goods, WIP and Stock-in-trade	(29,44,023)	(2,28,47,259)
Employees Benefit Expenses	6,78,88,746	4,80,68,084
Finance Costs	2,27,24,752	2,53,25,703
Depreciation and Amortization Expenses	3,83,86,933	3,78,68,990
Other Expenses	9,83,50,863	8,36,51,072
Total Expenses	91,49,01,939	83,64,55,760
Profit Before Tax	8,03,80,200	2,69,67,366
Tax Expenses
Current Tax	(94,77,117)	59,57,415
Deferred Tax	43,60,209	(47,70,339)
Total Tax Expenses	(5116909)	1187076
Profit After Tax	8,54,97,109	2,57,80,290
Earnings Per Share (EPS)	3.56	1.07

REVIEW OF BUSINESS OPERATION AND FINANCIAL HIGHLIGHTS

The key highlights pertaining to the business of the company for the year 2017-2018 are as under:

> The total revenue from operation of the company during the financial year 2017-18 is of Rs. 99,52,82,139 as compared to previous year''s revenue was Rs. 86,34,23,125/-.

> The total expenses of the company during the financial year 2017-18 is of Rs. 91,49,01,939 as compared to previous year''s expenses was Rs. 83,64,55,760/-.

> Profit before tax 2017-18 is of Rs. 8,03,80,200/- as compared to previous year'' s Profit before tax was Rs. 2,69,67,366/-.

> Net Profit of the Company for the current financial year 2017-2018 is of Rs.8,54,97,109/- as compared to previous year''s Profit was Rs. 2,57,80,290/-.

> Following charts are showing month wise details of Production and Turnover during the previous year.

TRANSFER TO RESERVES

The Company has transferred the Rs. 8,54,97,109/- to Surplus and Reserve Account. Total Amount lying in the Reserve and Surplus account at the end on the year is 10,50,71,338/-

DIVIDEND

With a view to plough back of profits and using Net Profit for liquidity purpose and day-today operational activities, your Board of Directors does not recommend any dividend for the F.Y. 2017-18.

AUTHORISED SHARE CAPITAL:

During the year under review, the Company has increased its Authorised Share Capital From Rs. 24,00,00,000/- (Rupees Twenty Four Crore Only) To Rs. 25,00,00,000/-(Rupees Twenty Five Crore Only) passing an Ordinary Resolution at an Extra-Ordinary General Meeting of the Members of the Company which was held on Monday, Dec 04, 2017.

PAID-UP SHARE CAPITAL:

The Paid-Up Share Capital of the Company at the end of financial year was Rs. 24,00,00,000/-(Rupees Twenty Four Crore only) divided into 2,40,00,000 (Two crore Forty Lacs only) Equity Shares of Rs. 10/-.

After the Completion of the Financial year the Company has offered total 67,47,000 Equity Shares by way of Initial Public offer which consist of offer of New Equity Shares as well as offer of Existing Shares to the Public.

The Paid-up Share Capital of the Company w.e.f.09thMay, 2018 was 24,99,90,000/-(Rupees Twenty Four Crore Ninety Nine Lacs Ninety Thousand only) divided into 2,49,99,000 (Two Crore Fourty Nine Lacs Ninety Nine Thousand Only) Equity Shares.

CONVERSION OF COMPANY INTO PUBLIC COMPANY

During the year under review, the Company was converted its status from "Private Limited" to "Public Limited" on 05th January 2018 in pursuant to provisions of Section 14 of the Companies Act, 2013.

ADOPTION OF NEW SETS OF ARTICLAES OF ASSCOCIATION

The Company has adopted new sets of Articles of Association (AOA) of the Company Pursuant to Section 14 of the Companies Act, 2013, with the consent of members of the Company on 28th February, 2018 by way of a Special Resolution. Accordingly, this matter has been placed before the Members approval.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under Report.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM

The Equity Shares of the company has been listed on Bombay Stock Exchange SME Platform (BSE SME Platform) on Friday, May 11th, 2018. Script Code: 541303 ISIN: INE256Z01017

The company came up with a public issue of Initial Public Offer of 67,47,000 Equity Shares of face value of 10/- Each for cash at a price of Rs. 40/- Per Equity Share (Including a share premium of Rs. 30/- Per Equity Share) Aggregating to Rs. 2698.80 Lakhs comprising a Fresh Issue of 9,99,000 Equity Shares aggregating to Rs. 399.60 Lakhs by the Company ("Fresh Issue") And An Offer For Sale of 57,48,000 Equity Shares by selling Shareholders ("Offer For Sale") aggregating to Rs. 2299.20 Lakhs. Out of which 3,45,000 Equity Shares ff face value Rs. 10/- Each for cash at a price Of Rs. 40/- Per Equity Share, aggregating Rs. 138.00 Lakhs was reserved for Subscriptions by the Market Maker to the Offer (The "Market Maker Reservation Portion").

The offer Less Market Maker reservation portion i.e. net offer of 64,02,000 Equity Shares of face value Of Rs. 10/- each for cash at a price of Rs. 40/- per Equity Share, aggregating Rs. 2560.80 Lakhs (Net Offer). The offer and the Net Offer constitute 26.99 % And 25.61 % respectively of the fully diluted post offer paid up equity share capital of our Company.

Following changes were made during the year: > RESIGNATION OF DIRECTORS

Following directors were tender their resignation from the Post of Director due to their pre-occupation in other assignments.

SR. NO.	DIN	NAME OF THE DIRECTOR	APPOINTMENT DATE	RESIGNATION DATE
1	06798457	RAJDEEP MANSUKHBHAI TALA	17.02.2014	02.12.2017
2	01055985	REKHABEN HARIKRUSHNABHAI CHAUHAN	17.02.2014	02.12.2017
3	07710110	MANOJBHAI LALJIBHAI BALDHA	17.01.2017	02.12.2017
4	07710111	PARESH SHUKANBHAI BHALALA	17.01.2017	02.12.2017
5	07710114	PRAVIN SUKANBHAI BHALALA	17.01.2017	02.12.2017

> CHANGE IN DIRECTORSHIP

Following directors Position have been changed during the year:

SR. NO.	DIN	NAME OF THE DIRECTOR	APPOINTMENT DATE	CHANGE IN POSTION W.E.F.	POSITION
1	02003197	ASHOKBHAI SHUKANBHAI BHALALA	05.09.2013	09.01.2018	Director to Chairman & Managing Director
2	06604671	AMIT VALLABBHAI GADHIYA	19.06.2013	09.01.2018	Director to Whole-Time Director
3	07710106	HARIKRUSHNA SHAMJIBHAI CHAUHAN	17.01.2017	09.01.2018	Director to Whole-Time Director
4	07591339	ILABEN DINESHBHAI PAGHDAR	16.08.2016	09.01.2018	Executive Director to Non-Executive Director

> APPOINTMENT OF INDEPENDENT DIRECTORS

The following persons were appointed as Independent Director during the year:

SR.NO.	DIN	NAME OF THE DIRECTOR	APPOINTMENT DATE	RESIGNATION DATE
1	08055148	NIRALA INDUBHAI JOSHI	17.01.2018	Still Working as Director
2	08079702	VIPUL VALLABHBHAI PATEL	08.03.2018	Still Working as Director
3	08085331	ROHIT BHANJIBHAI DOBARIYA	14.03.2018	Still Working as Director
4	00127958	ASHOKBHAI ARJANBHAI VAGHASIA	17.01.2018	23.02.2018
5	08055154	RAMESHBHAI RAVJIBHAI CHAVDA	17.01.2018	23.02.2018

**

Ashokbhai Vaghasia and Rameshbhai Chavda tendered their resignation due to their pre-occupation in other assignments.

> APPOINTMENT OF COMPANY SECRETARY

The company has appointed Ms. Ankita Popat (Membership Number A47957) as a Company Secretary & Compliance officer of the Company w.e.f. 09th January, 2018.

> APPOINTMENT OF CHIEF FINANCIAL OFFICER

The company has appointed Mr. Pratik Raiyani (PAN NUMBER: ANOPR1585L) as a Chief financial officer of the Company w.e.f. 09th January, 2018.

DIRECTOR RETIRE BY ROTATION

Mr. AMIT VALLABBHAI GADHIYA (DIN: 06604671), Director of the Company retires from office by rotation in accordance with the requirement of the Section 152 (6) Companies Act, 2013 and being eligible, offers himself for reappointment.

CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	DIN/PAN/MEMBERSHIP NUMBER	Name of Persons	Designation	Date of Appointment
1	02003197	Ashok Shukanbhai Bhalala	Chairman & Managing Director	05.09.2013
2	06604671	Amit Vallabbhai Gadhiya	Whole-Time Director	19.06.2013
3	07710106	Harikrushna Shamjibhai Chauhan	Whole-Time Director	17.01.2017
4	07591339	llaben Dineshbhai Paghdar	Non-Executive Director	16.08.2016
5	08055148	Nirala Indubhai Joshi	Independent Director	17.01.2018
6	08079702	Vipul Vallabhbhai Patel	Independent Director	08.03.2018
7	08085331	Rohit Bhanjibhai Dobariya	Independent Director	14.03.2018
8	ANOPR1585L	Pratik Rameshbhai Raiyani	Chief-Financial officer	09.01.2018
9	A47957	Ankita Kiritbhai Popat	Company Secretary & Compliance officer	09.01.2018

CONSTITUTION OF COMMITTEES

The board of Directors has constituted the following Committees:

AUDIT COMMITTEE Constitution Date 14th March,2018

NOMINATION & REMUNERATION COMMITTE Constitution Date 14th March,2018

STAKEHOLDER RELATIONSHIP COMMITTEE Constitution Date 14th March,2018

RISK MANAGMENT COMMITTEE Constitution Date 17th January, 2018

INTIAL PUBLIC OFFERING COMMITTEE(IPO) I Constitution Date 14th March, 2018.

AUDIT COMMITTEE

Constitution Date: 14th March 2018.

The Audit Committee has constituted with the following persons as per section 177 of the Companies Act, 2013 and Regulation 18of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.	Name of the Person	Status in Committee	Position in Company
01	Mr. Niralal Joshi	Chairman	Independent Director
02	Mr. Vipul Patel	Member	Independent Director
03	Mrs. liaben Paghdar	Member	Non-executive Director

NOMINATION AND REMUNERATION

Constitution Date: 14th March 2018.

The Nomination and Remuneration Committee has constituted with the following persons as per section 178 of the Companies Act, 2013 and Regulation 19 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.	Name of the Person	Status in Committee	Position in Company
01	Mr. Rohit Dobariya	Chairman	Independent Director
02	Mr. Nirala Joshi	Member	Independent Director
03	Mrs. Illaben Paghdar	Member	Non-Executive Director

C. STAKE HOLDER RELATION COMMITTEE

Constitution Date: 14th March 2018.

The Stake Holder Relation Committee has constituted with the following persons as per section 178 of the Companies Act, 2013 and Regulation 20 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.	Name of the Person	Status in Committee	Position in Company
01	Mr. Vipul Patel	Chairman	Independent Director
02	Mr. Harikrushna Chauhan	Member	Whole-Time Director
03	Mr. Amit Gadhiya	Member	Whole-Time Director

RISK MANAGEMENT COMMITEE

Constitution Date: 17th January 2018.

The Risk Management Committee has constituted with the following persons as per Regulation 21 of the (Listing Obligation and Disclosure Requirements), Regulations, 2015.

Sr. No.	Name of the Person	Status in Committee	Position in Company
01	Mr. Ashok Bhalala	Chairman	Managing Director
02	Mr. Harikrushna Chauhan	Member	Whole Time Director
03	Mr. Amit Gadhiya	Member	Whole Time Director

IPO COMMITTEE

Constitution Date: 14th March 2018.

The Board has constituted and appoints a committee of the Board of Directors as IPO Committee (Initial Public Offering Committee) consisting with the following Persons:

Sr. No	Name of the Person	Status in Committee	Position in Company
01	Mr. Ashok Bhalala	Chairman	Managing Director
02	Mr. Harikrushna Chauhan	Member	Whole Time Director
03	Mr. Amit Gadhiya	Member	Whole Time Director

PERFORMANCE EVALUATION

> The board of directors has carried out an evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations.

> The performance of the Board was evaluated by the Board, after seeking inputs from all the Directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

> The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

> The separate Meeting of Independent Director was not held During the Year as this clause is not applicable to during current financial Year (2017-18).

> The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1 )(b) of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

MEETING OF THE MEMBERS

The Members of the Company met 5 times during the year on 30.09.2017, 04.12.2017, 26.12.2017, 15.01.2018 AND 28.02.2018 in respect of which proper Notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company.

MEETING OF THE BOARD OF DIRECTORS

The board of Directors of the Company met16 times during the year as under;

10.04.2017	10.05.2017	06.07.2017	25.08.2017
19.09.2017	06.11.2017	26.11.2017	02.12.2017
08.12.2017	09.01.2018	17.01.2018	05.02.2018
23.02.2018	08.03.2018	14.03.2018	20.03.2018

And the gap between any two meetings was within the period prescribed by the companies Act 2013 and the SEBI Listing Regulation. The details of which are under as

Sr. No.	Name of The Directors	Category	Meetings Held During The Tenure of The Directors	Meetings Attended	Attendance At Last AGM Held On 30.09.2017	No. of Committee/ Membership Which He Is A Member and Chairperson
1	Ashok S. Bhalala	Chairman.Managing Director & Promoter	16	16	YES	Chairman in 2 Committee
2	Amit V. Gadhiya	Promoter & Whole-Time Director	16	16	YES	Member in 4 Committee
3	Harikrushna S. Chauhan	Promoter & Whole-Time Director	16	16	YES	Member in 4 Committee
4	llaben D. Paghdar	Non-Executive Director	16	16	YES	Member in 2 Committee
5	Rajdeep M. Patel	Director	8	8	YES	NONE
6	Rekhaben H. Chauhan	Director	8	8	YES	NONE
7	Pareshbhai S. Bhalala	Director	8	8	YES	NONE
8	Pravinbhai S. Bhalala	Director	8	8	YES	NONE
9	Manojbhai L. Baldha	Director	8	8	YES	NONE

MEETING OF THE COMMITTEE

After constitution of the all the Committee (i.e. 14th March, 2018) all the Committee meet in once during the Financial year ended on 31st March, 2018

SR. NO.	NAME OF THE COMMITTEE	MEETING DATE	ATTENDANCE AT THE MEETING
1.	Audit Committee	30.03.2018	Attended by Chairman, & all the Members of the Committee
2	Nomination & Remuneration Committee	30.03.2018	Attended by Chairman, & all the Members of the Committee
3	Stake Holder Relation Committee	31.03.2018	Attended by Chairman, & all the Members of the Committee
4	Risk Management Committee	31.03.2018
5	IPO Committee	27.03.2018	Attended by Chairman & all the Members of the Committee

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

> in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2018.

> 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 in the case of a listed company, 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.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors.

The Policy is available on the Company''s Website

Website Link: http://www.aksharspintex.in/corporate-governance.html

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2017-18.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-1".

EXTRACT OF ANNUAL RETURN ''

The Annual Return as on March 31, 2018 in the prescribed Form No. MGT-7, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith as MGT-9 and forms part of Directors'' Report.

Weblink: http://www.aksharspintex.in/annual-return.html

**Kindly Take the Note that the Annual Return is available on the Website after the Conclusion of the AGM.

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 Company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. The unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited".

The Company has no subsidiary as on 31st March, 2018.

CORPORATE GOVERANCE

Details regarding Corporate Governance Report of the Company, the Equity Shares of the Company are listed on SME Platform of Bombay Stock Exchange of India Limited (BSE SME) and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance shall not apply to the Company. Further, The Company need not require complying with requirements as specified in Part E of Schedule II pursuant to Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Whenever this regulation becomes applicable to the Company at a later date, it will be complied comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

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

The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS 1 MADE WITH THE RELATED PARTIES

During the year your Company has entered into related party transaction with related party and same was in compliance with the applicable provisions of the Act. The said transaction was at an arm''s length basis and the same has been reported in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014. which is forming part of this report.

All related party transactions are placed before the Audit Committee and Board for their approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited by the Audit Committee and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

VIGIL MECHANIS

Pursuant to Provisions of Section 177(9) of the Companies Act,2013 read with Rule 7 of the companies (Meeting of Board and its Powers) Rules, 2014 the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors, Employees or business associates may report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the company''s code etc. to the chairman of Audit Committee. The policy is available on the website of the Company: http://www.aksharspintex.in/corporate-governance.html

PREVENTION OF INSIDER TRADING

The securities and Exchange Board of India (SEBI) has Promulgated the SEBI (Prohibition and Insider Trading) Regulations, 2015 Pursuant thereto, the Company has formulated Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

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

The particulars of conservation of energy, research and development, technology absorption and foreign exchange development, technology absorption and foreign exchange earnings and outgo in terms of Section 134 of the Companies Act, 2013 read with the Rule 8of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2018 "Annexure-II" of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the year under review, your company had cordial and harmonious industrial relations at all the levels of organization. The company believes that the industry has the tremendous potential to impact the society, nation and the world positively. Its employees are major stakeholders and their efforts have direct stake in the business prospects of the organizations. The employees have extended a very productive cooperation in the efforts of the management to carry the company to greater heights.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure III."

COST AUDIT

Pursuant to the Rules made by the Central Government of India, the Company is Required to Maintain cost records as specified under section 148(1) of the Act in respect of its products.

During the year under Review, Company has Complied with this Provisions. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficiency of the Internal Financial Control Function.

AUDITORS

> STATUTORY AUDITORS

Pursuant to Provisions of Section 139 of the Act read with the companies (Audit and Auditors) Rules,2014 as amended from time to time H.B. KALARIA & ASSOCIATES., Chartered Accountants, (FRN: 104571W), were appointed as statutory auditors from the conclusion of the Third Annual General Meeting held on 29th September, 2016 till the Conclusion of the 7th Annual General Meeting of the company, subject to rectification of their appointment at every Annual General Meeting, if required under law. The Statutory Auditor has confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified. Accordingly, necessary resolution for ratification of appointment of auditors is included in the notice of the AGM.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report except The company has accepted Deposit from its Directors and Shareholder in contravention of section 73 of the act and rules framed there under.

Clarification:

The Company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. The unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited".

> SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, the Company has appointed CS Piyush Jethva, Practicing Company Secretary, Rajkot as a Secretarial Auditor of the Company in the meeting of Board of Director held on 12th June, 2018. The secretarial Audit Report is attached herewith as "Annexure IV."

Further, the Board of Directors of the Company would like to make following clarifications regarding comment made by Secretarial Auditor in his Secretarial Audit Report:

Clarification:

The secretarial Auditor observed that the Company had not Filed form CHG-1 for Creation of Charge in favour of HDFC Bank for loan against vehicle. The Board of Directors would like to clarify that the Company will do the compliance of the same in future. The Secretarial Auditor observed that the company was not having a Company Secretary and KMP as per section 203 of the Act for the period before 09th January 2018. In this Regard Board of Directors would like to clarify that the Company has already appointed the KMP and Company Secretary and complied with Section 203 of the Companies Act as on date. The Secretarial Auditor Observed that the company has accepted unsecured loan from the directors and their relatives, Promoters and their relatives, shareholders and others. Board of Directors would like to clarify that the unsecured loan was previously accepted as a private limited company. The Company started to repay the unsecured loan after conversion its status from "Private Limited" to "Public Limited". The Secretarial Auditor observed that some forms was not filed/ filed late in time with additional fees and some forms were revised during the year. The Board of Director would like to clarify there were some clerical mistakes in filled form, so for better compliance company has filed revised form during the year. Non filing or Filing the form with additional fess is only procedural mistakes.

> INTERNAL AUDITORS

In terms of section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has appointed Mr. Ankit Makwana as an Internal Auditor of the Company in the Meeting of Board of Directors held on 12th June, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concerns status of the Company''s Operations.

RISK MANAGMENT

Generally we believe that High Risk gives high Return but it fails without appropriate Risk Management. An appropriate Risk Managing Policy minimizes the risk and maximizes the return.

Therefore, The Company has established a well-Defined risk Management Policy as well as Company has Constituted Risk Management Committee who Identify the Risk of Internal Factors as well as Outside Risk Factor, Analysis of the Risk, Monitoring the Risk, Review the Risk Factor and established a Risk Mitigation Process. The Risk Management Policy is available on the website of the Company http://www.aksharspint.ex. in/corporate-governance.htmI

CORPORATE SOCIAL RESPONSIBILITY

Section 135 (1) of the Companies Act, 2013 and framed Rules there under provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed there under for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CORPORATE SOCIAL RESPONSIBILITY report is not required to be annexed.

DEMATERIALIZATION OF SHARES

During the year under review, the company has entered into Tripartite Agreement with both the Depositories, National Securities Depository Limited and Central Depository Services (India) Limited for providing Demat Facility to its Shareholders. For the purpose the Company has appointed M/s. Bigshare Services Pvt. Ltd. as a Registrar and Transfer Agent.

TRADE MARK

To Protect the Brand Value of the Company''s Goods and Services during the year under review The Company has made Trademark Application under the class of 23(Cotton Yarn) as per The Trade Marks Act, 199. (Application Number: 3771191). The Trade Mark application has been published by the Department in Trade Mark Journal No 1844 as on 9.04.2018. Further, Trade Mark Application has been accepted by the Department under the Provision of Section 20(1) of the Trade Marks Act, 1999.

TRADE MARK: ASL LOGO WITH AKSHAR SPINTEX LIMITED.

AKSHAR SPINTEX LIMITED

GENERAL DISCLOSURE RELATED TO SHARE CAPITAL

> BUY BACK OF SHARES

The Company has not bought back any of its securities during the year under review.

> BONUS SHARES

No Bonus shares were issued during the Year.

> SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under Review.

> EMPLOYEE STOCK OPTION SCHEME

The company has not provided any stock options scheme to the employees.

POLICIES OF THE COMPANY

The Board of Directors of the Company has framed and approved various policies as required under the companies Act 2013 read with rules there under and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015. The policies and code of conduct review from time to time by Board of Directors as and when required. The Policies are as under:

SR. No.	Particulars	Link of All The Policy
1	BOARD DIVERSITY POLICY
2.	CODE OF CONDUCT FOR INDEPENDENT DIRECTORS
3.	CODE OF CONDUCT FOR SENIOR MANAGEMENT
4.	NOMINATION & REMUNERATION POLICY	WEB LINK OF THE POLICY
5.	DIVIDEND DISTRIBUTION POLICY
6.	MATERIALITY EVENT
7	RELAED PARTY POLICY
8.	WHISTEL BLOWER POLICY	www.aksharspintex.in/corporate-goverance.html
9	TERMS OF APPOINTMENT OF DIRECTORS
10	WEB ARCHIVAL POLICY
11	FAMALISATION POLICY
12	INSIDER TRADING POLICY
13	PRESERVATION DOCUMENT POLICY
14	RISK MANAGEMENT POLICY
15	CSR POLICY

APPRECIATION

Your Directors wishes to place on records their appreciations for the contribution made by all the employees at all levels for their hard work, cooperation, dedicating services enabling company to achieve a satisfactory performance during the year,

Your Directors also take this opportunity to place on records the valuable co-operation and continued support extended by the Company''s Bankers, and other business associates.

	For and on Behalf of Board of Directors
		AKSHAR SPINTEX LIMITED.
	ASHOK SHUKANBHAI	HARIKRUSHNA
Date: 28/08/2018	BHALALA	SHAMJIBHAI CHAUHAN
Place: Haripar (Jamnagar)	Managing Director Din : 02003197	Whole Time Director Din :07710106

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

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

1. Details of contracts or arrangements or transactions not at arm''s length basis

Sr. No.	Particulars	Information
A	Name(s) of the related party and nature of relationship	NOT APPLICABLE
B	Nature of contracts/arrangements/transactions	NOT APPLICABLE
C	Duration of the contracts / arrangements/transactions	NOT APPLICABLE
D	Salient terms of the contracts or arrangements or transactions including the value, if any	NOT APPLICABLE
E	Justification for entering into such contracts or arrangements or transactions	NOT APPLICABLE
F	Date(s) of approval by the Board	NOT APPLICABLE
G	Amount paid as advances, if any:	NOT APPLICABLE
H	Date on which the special resolution was passed in general meeting as required under first proviso to section 188	NOT APPLICABLE

2. Details of material contracts or arrangement or transactions at arm''s length basis

1. Transaction of Salary paid to the Relative of Director cum member

Name of Related Party	Nature of Relationship	Duration of Contract	Nature of Transaction	Approval by Board
Pareshbhai Jethva	Relative of Director	Continues Contracts	Salary	10.04.2017
Sarojben Bhalala	Relative of Director	Continues Contracts	Salary	10.04.2017
Shukanbhai Bhalala	Relative of Director	Continues Contracts	Salary	10.04.2017
Abhishek Tala	Relative of Director	Continues Contracts	Salary	10.04.2017
Chetnaben Bhalala	Relative of Director	Continues Contracts	Salary	10.04.2017
Jalpaben Bhalala	Relative of Director	Continues Contracts	Salary	10.04.2017
Poojaben Gadhiya	Relative of Director	Continues Contracts	Salary	10.04.2017
Pareshbhai Bhalala	Relative of Director	Continues Contracts	Salary	10.04.2017
Pravinaben Gohil	Relative of Director	Continues Contracts	Salary	10.04.2017
Rekhaben Chauhan	Relative of Director	Continues Contracts	Salary	10.04.2017
Gordhanbhai Gadhiya	Relative of Director	Continues Contracts	Salary	10.04.2017

2. Transaction of Rent Paid to Promoter and Shareholder

Name of Related Party	Nature of Relationship	Duration of Contract	Nature of Transaction	Amount	Approval by Board
Rekhaben Chauhan and Sonalben Sorathiya (Joint Holder of the Property)	Promoter-Rekhaben Chauhan Sonalben Sorathiya-Shareholder	Continues Contracts	Renting of Premises	3,60,000 (1,80,000 each)	08.12.2017

	For and on Behalf of Board of Directors
		AKSHAR SPINTEX LIMITED.
	ASHOK SHUKANBHAI	HARIKRUSHNA
Date: 28/08/2018	BHALALA	SHAMJIBHAI CHAUHAN
Place: Haripar (Jamnagar)	Managing Director	Whole Time Director
	Din : 02003197	Din :07710106

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

SR. NO.	PARTICULARS	INFORMATION
I	Corporate Identification Number	L17291GJ2013PLC075677
II	Registration Date	19.06.2013
III	Name of the Company	AKSHAR SPINTEX LIMITED
IV	Category / Sub-Category of the Company	Company Limited by Shares Indian Non-Government Company
V	Address of the Registered office and contact details	REVENUE SURVEY NO. 102/2 PAIKI, PLOT NO. - 2 VILLAGE: HARIPAR, RANUJA ROAD. TAL: KALAVAD . JAMNAGAR -361013, GUJARAT.INDIA Phone: [phone], E-mail: [email protected] Web: www.aksharspintex.in
VI	Whether listed company	YES (BSE SME as on llth May,2018)
VII	Name, Address and Contact details of Registrar and Transfer Agent, if any	BIGSHARE SERVICES PRIVATE LIMITED A/802,Samudra Complex, Near Klassic Gold Hotel, Girish Cold Drink, off.C.G. Road, Ahmedabad-380009, Gujarat. India

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

Sr. No.	Name and Description of main products /services	NIC / HSN Code of the Product/service	% to total turnover of the Company
1	Spinning of Cotton Yarn	1311	100%

I. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

	Name and Address of the			% of
Sr.No.	Company	CIN/GLN	Holding/	the	Applicable
	Company		Subsidairy/	Shares	Section.
			Associates	Held
1	N.A.	N.A.	N.A.	N.A.	N.A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of Share -Holders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change During the Year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
g) Individual/HUF	NIL	24000000	24000000	100.00%	24000000	NIL	24000000	100.00%	NIL
h) Central Govt.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
i) State Govt(s)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
j) Bodies Corp.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
k) Banks / F.I.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
1) Any Other	NIL	NIL NIL NIL			NIL	NIL	NIL	NIL	NIL
Sub-total (A) (1):-		24000000	24000000	100.00%	24000000	0	24000000	100.00%	NIL
(2) Foreign	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
a) NRIs -Individuals	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b) Other-Individuals	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c) Bodies Corp.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d) Banks / F.I.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e) Any Other	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub-total(A) (2):-		0	0	0.00%	0	0	0	0.00%	NIL
Total shareholding of Promoter (A) = (A)(1) (A)(2)	0	24000000	24000000	100%	24000000	0	24000000	100%	NIL

B. Public Shareholding
1 Institutions
a) Mutual Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b) Banks / F.I.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c) Central Govt.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d) State Govt. (s)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e) Venture Capital Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
f) Insurance Companies	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
g)F.I.I.s	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
h) Foreign Venture	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Capital Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
i) Others (specify)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub-total (B)(l):-	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
2. Non- Institutions
a) Bodies Corp.
i) Indian	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
ii) Overseas	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b)Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify)	NIL	24000000	24000000	100%	24000000	NIL	24000000	100%	NIL
Sub-total (B)(2):-	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Total Public Shareholding (B)=(B)(1) (B)(2)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	NIL	24000000	24000000	100%	24000000	0	24000000	100%	NIL

i) Shareholding of Promoters

Sr. No.	Name of Share holder	Shareholding at the beginning of the year			Share holding at the end of the year			% Change in shareholding during the year
		No. Of Shares	% of total Shares of the company	%of Shares Pledged/ Encumberred to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged/ Encumberred to total shares
1	Amit Vallabhbhai Gadhiya	1820100	7.58%	NIL	1820100	7.58%	NIL	N.A.
2	Ashokbhai Shukanbhai Bhalala	1680000	7.00%	NIL	1680000	7.00%	NIL	N.A.
3	Harikrishna Shamjibhai Chauhan	600000	2.50%	NIL	600000	2.50%	NIL	N.A.
4	Illaben Dineshbhai Pagadhar	1602000	6.68%	NIL	1602000	6.68%	NIL	N.A.
5	Rekhaben Harikrushnabhai Chauhan	2400000	10.00%	NIL	2400000	10.00%	NIL	N.A.
6	Charmi Nayanbhai Gadhiya	525000	2.19%	NIL	525000	2.19%	NIL	N.A.
7	Nayanbhai Vallabhbhai Gadhiya	1369900	5.71%	NIL	1369900	5.71%	NIL	N.A.
8	Pooja Amit Gadhiya	535000	2.23%	NIL	535000	2.23%	NIL	N.A.
9	Pareshbhai Shukanbhai Bhalala	1590000	6.63%	NIL	1590000	6.63%	NIL	N.A.
10	Pravinbhai Sukanbhai Bhalala	1630000	6.79%	NIL	1630000	6.79%	NIL	N.A.
11	Nipaben Vikasbhai Sorathia	2705273	11.27%	NIL	2705273	11.27%	NIL	N.A.
12	Sonal Prakashkumar Sorathia	2412727	10.05%	NIL	2412727	10.05%	NIL	N.A.
13	Narmadaben S Chauhan	400000	1.67%	NIL	400000	1.67%	NIL	N.A.
14	Harikrishna Shamjibhai Chauhan-HUF	600000	2.50%	NIL	600000	2.50%	NIL	N.A.
15	Manubhai Jivrajbhai Gajera	480000	2.00%	NIL	480000	2.00%	NIL	N.A.
16	Ashokbhai Bhalala HUF	200000	0.83%	NIL	200000	0.83%	NIL	N.A.
17	Chetana Ashokbhai Bhalala	270000	1.13%	NIL	270000	1.13%	NIL	N.A.
18	Parshbhai Sukanbhai Bhalala	230000	0.96%	NIL	230000	0.96%	NIL	N.A.
19	Jalpaben Pareshbhai Bhalala	330000	1.38%	NIL	330000	1.38%	NIL	N.A.
20	Sukanbhai Bhalala-HUF	270000	1.13%	NIL	270000	1.13%	NIL	N.A.
21	Pravinbhai Sukanbhai Bhalala-HUF	230000	0.96%	NIL	230000	0.96%	NIL	N.A.
22	Sarojben Pravinbhai Bhalala	290000	1.21%	NIL	290000	1.21%	NIL	N.A.
23	Kantaben Vallabhbhai Gadhiya	550000	2.29%	NIL	550000	2.29%	NIL	N.A.
24	Pareshbhai Babulal Jethva	400000	1.67%	NIL	400000	1.67%	NIL	N.A.
25	Pravinaben Girdharbhai Gohil	400000	1.67%	NIL	400000	1.67%	NIL	N.A.
26	Prakashkumar Ramjibhai Sorathia	480000	2.00%	NIL	480000	2.00%	NIL	N.A.
	Total	24000000	100%	0	24000000	100%	0	0.0%

ii) Change in Promoters'' Shareholding (please specify, if there is no change):

Sr. No.	Particulars	Shareholding at the beginning of the year / At the End of the Year		Cumulative Shareholding during the year
		No. of Shares	% of total shares of the company	No. of Shares	% of total shares of the company
(1)	At the beginning of the year	6500100	27%	6500100	27%
(2)	Date wise Increase /Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g.allotment /transfer /bonus /sweat equity etc.)
(3)	At the End of the year	6500100	27%	6500100	27%

There is no change in the share holding of promoters during the year

ii) Change in Promoters'' Shareholding (please specify, if there is no change):

Sr. No	For Each of 10 shareholders	Shareholding at the beginning of the year		Change in the Shareholding		Cumulative shareholding during the year		Shareholding at the end of the Year
		No. of Shares	% of total shares of the company	Date And Reason	Increase/ Decrease in No. of shares	No. of Shares	% of total shares of the company.	No. of Shares	% of total shares of the company
1	Nipaben Vikasbhai Sorathia	2705273	11.27%	NO CHANGE		2705273	11.27%	2705273	11.27%
2	Sonal Prakashkumar Sorathia	2412727	10.05%	NO CHANGE		2412727	10.05%	2412727	10.05%
3	Pravinbhai Sukanbhai Bhalala	1630000	6.79%	NO CHANGE		1630000	6.79%	1630000	6.79%
4	Pareshbhai Shukanbhai Bhalala	1590000	6.63%	NO CHANGE		1590000	6.63%	1590000	6.63%
5	Nayan Vallabbhai Gadhiya	1369900	5.71%	NO CHANGE		1369900	5.71%	1369900	5.71%
6	Kantaben Vallabhbhai Gadhiya	550000	2.29%	NO CHANGE		550000	2.29%	550000	2.29%
7	Harikrishna Shamjibhaii-HUF	600000	2.50%	NO CHANGE		600000	2.50%	600000	2.50%
8	Charmi Nayanbhai Gadhiya	525000	2.19%	NO CHANGE		525000	2.19%	525000	2.19%
9	Prakashkumar Ramjibhai Sorathia	480000	2.00%	NO CHANGE		480000	2.00%	480000	2.00%
10	Manubhai Jivrajbhai Gajera	480000	2.00%	NO CHANGE		480000	2.00%	480000	2.00%

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.	For Each of the Directors and KMP	Shareholding at the beginning of the year		Change in the Shareholding		Cumulative shareholding during the year		Shareholding at the end of the Year
		No. of Shares	% of total shares of the company	Date And Reason	Increase/ Decrease in No. of shares	No. of Shares	% of total shares of the company.	No. of Shares	% of total shares of the company
1	Ashokbhai S Bhalala	1680000	7.00%	NO CHANGE		NO	CHANGE	1680000	7.00%
2	Amit Vallabbhai Gadhiya	1820100	7.58%	NO CHANGE		NO	CHANGE	1820100	7.58%
3	Harikrishna Shamjibhai Chauhan	600000	2.50%	NO CHANGE		NO	CHANGE	600000	2.50%
4	Ilaben Dineshbhai Paghdar	1602000	6.68%	NO CHANGE		NO	CHANGE	1602000	6.68%
5	Pratik Rameshbhai Raiyani	NIL	NIL	NA		NA		NIL	NIL
6	Ankita Kiritbhai Popat	NIL	NIL					NIL	NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	360936823	59848951	NIL	420785774
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	360936823	59848951	NIL	420785774
Change in the Indebtedness during the financial year
Addition		0
			NIL
Reduction	-40533106	-15580228		-56113334
			NIL
Net Change	-40533106	-15580228	NIL	-56113334
Indebtedness at the end of the financial year
i) Principal Amount	320403717	44268723	NIL	364672440
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)	320403717	44268723	NIL	364672440

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors Manager and/or Directors:

Sr. No.	Particulars of Remuneration	Name of MD / WTD / Manager / Director
		Ashokbhai Bhalala	Amit Gadhiya	Harikrishna Chauhan	niaben Pagdhar	Rekhaben Chauhan	Pareshbhai Bhalala	Pravmbhai Bhalala	Manojbhai Bhaldha	Rajdeepbhai Tala	Total Amount
		Managing Director	Whole-Time Director	Whole-Time Director	Nonexecutive Director	Director	Director	Director	Director	Director
						up to 02.12.2017	up to 02.12.2017	up to 02.12.2017	up to 02.12.2017	up to 02.12.2017
1	Gross Salary
	(a) Salary as per Provisions contained in section 17(1) of the Income-Tax Act, 1961.	1285000	997500	1375000	650000	885000	675000	675000	750000	622500	7915000
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	(c) Profits in lieu of salary u/s 17(3) of the Income-tax Act, 1961	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
2	Stock Option	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
3	Sweat Equity	NIL	NIL	NIL	NIL	ML	NIL	NIL	NIL	NIL	NIL
4	Commission - As % of Profit - Others, Specify.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
5	Others, please specify	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Total of A		1285000	997500	1375000	650000	885000	675000	675000	750000	622500	7915000
Ceiling as per the Act		N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.	N.A.

B. Remuneration to other directors:

Sr. No.	Particulars of Remuneration	Name of Directors			Total Amount
		NIRALA INDUBHAI JOSHI w.e.f.17.01.2018	VIPUL VALLABHBHAI PATEL W.e.f.08.03.2018	ROHIT BHANJIBHAI DOBARIYA W.e.f.14.03.2018
1	Independent Directors	NIL	NIL	NIL	NIL
	(a) Fee for attending board / committee meetings	NIL	NIL	NIL	NIL
	(b) Commission
	(c) Others, please specify
	Total (1)
2	Other Directors
	(a) Fee for attending Board /committee meetings	NIL	NIL	NIL	NIL
	(b) Commission	NIL	NIL	NIL	NIL
	(c) Others, please specify.	NIL	NIL	NIL	NIL
Total of B. = (l) (2)		NIL	NIL	NIL	NIL
Total Managerial Remuneration		NIL	NIL	NIL	NIL
Overall Cieling as per the Act.		N.A.	N.A.	N.A.	N.A.

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD:

Sr. No.	Particulars of Remuneration	Key Managerial Personnel			Total Amount
		CEO	Company Secretary	CFO
			Ankita Popat	Pratik Raiyani
1	Gross salary	N.A.	N.A.	N.A.	NIL
	(a) Salary as per Provisions contained in section 17(1) of the Income-Tax Act, 1961.	NIL	68000	308000	376000
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961	NIL	NIL	NIL	NIL
	(c) Profits in lieu of salary u/s 17(3) of the Income-tax Act,1961	NIL	NIL	NIL	NIL
2	Stock Option	NIL	NIL	NIL	NIL
3	Sweat Equity	NIL	NIL	NIL	NIL
4	Commission - As % of Profit - Others, Specify.	NIL	NIL	NIL	NIL
5	Others, please specify	N.A.	N.A.	N.A.	N.A.
Total of C.		NIL	68000	308000	376000

VII. Penalties / Punishment / Compounding of offences:

Type	Section of the Companies Act	Brief Description	Authority RD/NCLT/ COURT	Appeal made, if any (give Details)
		A. COMPANY
Penalty	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL
B. DIRECTORS
Penalty	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL
C. OTHER OFFICERS IN DEFAULT
Penalty	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL

		For and on Behalf of the Board
		AKSHAR SPINTEX LIMITED.
Date: 28/08/2018
Place: Haripar (Jamnagar)
	ASHOK SHUKANBHAI BHALALA	HARIKRUSHNA SHAMJIBHAI CHAUHAN
	Managing Director Din : 02003197	Whole Time Director Din : 07710106

ANNEXURE-I

Statement of Disclosures under section 197 of the companies Act, 2013, and rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

I) The Ratio of the Remuneration of each Director to the Median employee''s remuneration for the financial year and such other Details as prescribed is as given below:

NAME OF DIRECTORS	DESIGNATION	RATIO
Ashokbhai S. Bhalala	Managing Director	3.98:1
Amit V. Gadhiya	Whole-Time Director	3.09:1
Harikrishna S. Chauhan	Whole-Time Director	4.26:1
Illaben D. Pagdhar	Non-Executive Director	2.01:1
Pravinbhai Bhalala	Director	2.09:1
Rajdeepbhai Tala	Director	1.93:1
Manojbhai Baldha	Director	2.32:1
Rekhaben Chauhan	Director	2.74:1
Pareshbhai Bhalala	Director	2.09:1
Ankita Popat	Company Secretary	0.21:1
Pratik Raiyani	Chief Financial officer	0.95:1

Calculation of Median employee was based on actual salary paid to all employees. The Employees who left company in between financial year and the employees joined company in between financial year is actually considered.

Ratio of Ms. Ankita Popat-Company Secretary (Who is appointed in month of January, 2018) is taken on base of actually payment to her

Ratio of Mr. Pratik Raiyani - Chief Financial officer (Who is appointed in month of January, 2018) is taken on base of actually payment to him.

Ratio of Mr. Pravinbhai Bhalala, Mr. Rajdeepbhai Tala, Mr. Manojbhai Baldha, Mr. Pareshbhai Bhalala and Mrs. Rekhaben Chauhan (all the Directors was Resigned as on 02nd December, 2018) Ration was taken till 02nd December, 2018 on the basis of actually payment to them.

The Independent Directors of the Company are entitled to sitting fees and commission as per the statutory provisions however no sitting fees is paid to them for the financial year 2017-18

II) The Percentage increase in remuneration of each Director, Chief Financial officer, Chief Executive officer, Company Secretary or Manager, if any, in the financial year:

NAME OF DIRECTORS	DESIGNATION	% INCREASE/ DECREASE
Ashok Bhalala	Managing Director	5.35 Times
Amit Gadhiya	Whole-Time Director	4.15 Times
Harikrushna Chauhan	Whole-Time Director	NIL
Illaben Pagdhar	Non-Executive Director	4.31 Times
Pravin Bhalala	Director	4.50 Times
Rajdeep Tala	Director	2.59 Times
Manoj Baldha	Director	5. Times
Rekhaben Chauhna	Director	3.68Times
Paresh Bhalala	Director	4. 50 Times
Ankita Popat	Company Secretary	NIL
Pratik Raiyani	Chief Financial officer	NIL

III) The Percentage increase/ decrease in the Median Remuneration of the employees of the Company during the financial year: 160.57%

IV) The Number of Permanent employees on the rolls of the Company: 49

V) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; 110.44%

VI) Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and employees is as per the Remuneration Policy of the Company.

	For and on Behalf of Board of Directors
		AKSHAR SPINTEX LIMITED.
	ASHOK SHUKANBHAI	HARIKRUSHNA
Date: 28/08/2018	BHALALA	SHAMJIBHAI CHAUHAN
Place: Haripar (Jamnagar)	Managing Director	Whole Time Director
	Din : 02003197	Din :07710106

ANNEXURE-II

Conservation of energy, research and development, technology, absorption, foreign exchange earnings and outgo

A. Conservation of Energy:

I. The steps taken or impact on conservation of energy; No Specific steps has been taken by company for conservation of Energy

II. The steps taken by the company for utilizing alternate sources of energy: - Energy conservation is an ongoing process and new areas are continuously identified and suitable investments are made, wherever necessary.

III. The capital investment on energy conservation equipment: -The Company has not made any capital investment on energy conservation equipment.

B) Technology Absorption:

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Company has not imported any technologies during the year.

C) Foreign Exchange earnings and Outgo:

There was no Foreign Exchange earnings and Outgo for the Current Year as well as for the Previous Year.

For and on Behalf of Board of Directors
		AKSHAR SPINTEX LIMITED.
	ASHOK SHUKANBHAI	HARIKRUSHNA
Date: 28/08/2018	BHALALA	SHAMJIBHAI CHAUHAN
Place: Haripar (Jamnagar)	Managing Director	Whole Time Director
	Din : 02003197	Din :07710106