As on: Nov 22, 2025 05:09 AM
To,
Members of AKSHAR SPINTEX LIMITED,
The Directors of your Company are pleased to present the 12th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended on 31st March, 2025 is as under:
(Rs. In Lakhs)
Particulars
Revenue From Operations
Other income
Total(A)
Cost of Materials Consumed
Purchase
Changes in Inventories
Employee Benefit Expenses
Financial Costs
Depreciation
Other Expenses
Total(B)
Profit Before tax
Tax Expenses
i. Current Tax
ii. Mat Credit Availment / Entitlement
iii. Prior Period Tax
iv. Deferred Tax
Profit after Tax for the Year
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
Account
Total Other Comprehensive Income
(Expenses) (OCI) net of tax expense
Total Comprehensive Income
Earnings per Share:
Basic
Diluted
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
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 31st 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 31st March 2025.
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 31,2025.
HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE:
The Company does not have Subsidiary, Joint Venture and Associate Company as on 31 st 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
National Stock Exchangeof India Ltd.
Bombay Stock Exchange of India Ltd.
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 23rd November 2023. Due to unavoidable circumstances the order was cancelled by the above entity on 14th 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.
41
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 31st March, 2025, details of which are tabled below:
Sr. No. Name of the Director
01 Harikrushna Shamjibhai Chauhan
02 llaben Dineshbhai Paghdar
03 Rohit Bhanjibhai Dobariya
04 Parshotam L Vasoya
05 Sohilkumar Dineshkumar Patel
(Resigned on 21.05.2025)
06 Brijeshkumar Prahladbhai Patel
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 27th December, 2024.
2. Mr. Rohit Naval was appointed as an Additional Director in the capacity of the Executive Director on 27th December 2024.
3. Mr. Keshav Makhija was appointed Additional Director in the category of Non-executive Independent Director on 27th January, 2025.
4. Mr. Sohilkumar Dineshkumar Patel was appointed Additional Director in the category of Non-executive Independent Director on 27th 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. 07th 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. 07th 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 28th 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. 28th 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 21st 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:
5. Mr. Sohilkumar Dineshkumar Patel Additional Director in the category of Non-executive Independent Director of the Company is resigned on 21st 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 21st May, 2025 category of Non-executive Independent Director of the Company is resigned on 21st 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 1st 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 23rd August, 2026 till 22nd 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 12th 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
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 1st April, 2024 to 31st march, 2025:
Sr.
Name
No.
1 Mr. Harikrushna Shamjibhai Chauhan
^ Mr. Amit Vallabhbhai Gadhiya
(Resigned as Managing Director on 07.03.2025)
Mrs. Poonam P. Kapupara (Appointed w.e.f.26th February, 2024)
Mrs. Bharti G. Ajudiya Resigned w.e.f. 20th July, 2024)
Mr Dheeraj Sahu Kumar (Appointment w.e.f. 27th January, 2025
During the financial year resignation of Kev Managerial Personnel
1. Mr Amit Vallabhbhai Gadhiya, Managing Director with effect from 07th March, 2025
2. Mrs. Bharti G. Ajudiya, Company Secretary & Compliance Officer with effect from 20th 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 21st May, 2025
2. Mr. Dheeraj Sahu Kumar, Resigned Company Secretary & Compliance Officer with effect from 1st 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
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 2024-25.
Further, the Independent Directors, at their exclusive meeting held on 1st 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.
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 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
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 fora 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
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 31st 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, 2014 for the 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.
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%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:
Total Units
Fuel Consumption:
Diesel Consumed (Factory)
Diesel& Petrol Consumed (Vehicle)
(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-
Foreign Exchange Earnings (in Rs.)
Foreign Exchange Outgo (in Rs.)
AKSHAR SPINTEX LIMITED
Harry D. Paghdar
Managing Director
[DIN: 11096100]
Date: 1st August, 2025
Place: Haripar (Jamnagar)