Aksh Optifibre Ltd Directors Report

Dear Shareholders,

The Directors of your company are pleased to present the Thirty-Seventh (37th) Annual Report on the business and operations of the Company, along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULT

The summary of financial performance of the Company, for the financial year ended March 31, 2024 is summarized below:

Rs. in Lakhs

Particulars	F.Y. ended 2023-24	F.Y. ended 2022-23
Revenue from Operations	21,502.16	27,350.67
Other Income	309.80	399.79
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax	2,111.15	4,913.44
Depreciation/ Amortization Expenses/ Impairment	2,187.83	1,516.03
Profit before Interest, Exceptional Items & Tax	(76.68)	3,397.41
Finance Cost	1,032.23	1,255.36
Profit/ (Loss) before Exceptional items & Tax	(1,108.91)	2,142.05
Exceptional Income/(Expenses)	(22,150.65)	115.46
Profit/ (Loss) before Tax	(23,259.56)	2,257.51
Income Tax	-	581.68
Deferred Tax (including MAT utilization)	(2,310.17)	107.39
Adjustment of tax relating to earlier periods	3.21	25.91
Profit/ (Loss) after Tax (1)	(20,952.60)	1,542.53
Total Comprehensive Income (2)	(19,075.94)	1,555.81
Balance profit brought forward from previous year	(13,414.23)	(14,970.04)
Less : Transfer to Reserves	-	-
Less Dividend paid on Equity Shares	-	-
Less Dividend Distribution Tax	-	-
(Deficit)/ Surplus carried to Balance sheet	(34,357.26)	(13,414.23)

STATE OF COMPANYS AFFAIRS

Your Company recorded a revenue of Rs. 21,811.96 Lakhs in the current year against Rs. 27,750.46 Lakhs in the previous year. The EBIDTA of current year stood at Rs. 2,111.15 Lakhs and Loss After Tax at Rs. (20,952.60) Lakhs.

DIVIDEND

In view of losses, your Board of Directors have decided not to recommend any dividend for the current financial year.

CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the nature of business of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has remained unchanged i.e. 16,26,97,971 equity shares at Rs. 5.00/- each.

SUBSIDIARY COMPANIES

As on March 31, 2024, the Company has one Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited and three Overseas

Wholly Owned Subsidiary namely AOL-FZE, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies, FZE, incorporated in JAFZA, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius. The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, incorporated in China (Subsidiary of AOL-FZE, UAE).

The Company does not have any associate or joint venture Company. A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 is annexed herewith as Annexure-I. The policy for determining material subsidiaries as approved may be accessed on the companys website at the link: http://www.akshoptifibre.com/corporate-governance.php.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are provided under Notes to Financial Statement of the Company.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year with related party(s) were in ordinary course of business and on arms length basis. During the year, the Company did not enter into any contracts / arrangements / transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy on dealing with related party transactions as approved by the Board may be accessed on the companys website at the link: http://www.akshoptifibre.com/corporate-governance. . No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the financial the Company and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. Accordingly, disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. However, all the transaction entered by the company with related parties are provided under Notes to financial statement of the

DIRECTORS

As on March 31, 2024, the Board of your Company has six (6) Directors, consisting of One (1) Promoter-Non Executive Non-Independent Director & Chairman, Four (4) Independent Directors (including One (1) Woman Independent Director) and One (1) Non-Executive Non-Independent Director.

MEETINGS OF THE DIRECTORS

The Company had conducted 4 (Four) Board Meetings during the financial

Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

CHANGES IN DIRECTOR(S)/KMP

During the Financial Year 2023-2024, Mr. Rikhab Chand Mogha, resigned as Non-Executive Non-Independent Director of the Company w.e.f. close of working hours on February 14, 2024.

There was no other change in the Directors/KMP during the Financial Year, apart from the change disclosed above. However, after the closure of Financial Year, Mr. Anubhhav Raizada has tendered his resignation from the post of Company Secretary & Compliance Officer w.e.f. close of working hours on May 27, 2024 and Mr. Mayank Chadha has been appointed as the Company Secretary & Compliance Officer of the

Company w.e.f. May 28, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent

Directors of the Company confirming:

1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof.

2. That their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014.

3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

4. That they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties The Board is of the opinion that the Independent Directors of the

Company possess requisite qualifications, experience and expertise, are independent of the Management and hold highest standards of integrity. php

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration yearby and other matters provided in Section 178(3) of the Act have been disclosed in the corporate governance report, which forms part of the

Directors Report and is available on the website of the Company at http://www.akshoptifibre.com/corporate-governance.php .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR

AND DATE OF REPORT

No material changes and commitments have occurred after the closure of the financial year till the date of this Report, which affect the financial position of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC)

The Application filed by under Section 9 of the Insolvency and Bankruptcy code, 2016 before

Honble NCLT Bench are on the verge of settlement, as the Corporate year2023-24,thedetailsofwhicharegivenintheCorporate debtor got the RBI Approvals in all the matters, therefore, the company is making payments to the Operational Creditors as per the terms & conditions of the Settlement Agreement.

During the year under review, one of the Financial Creditor has made an application before the Honble NCLT under Section 7 of the Insolvency and Bankruptcy Code, 2016. The amount claimed is under dispute and the same has been informed to the Financial Creditor. The Company has submitted its reply with the Honble NCLT.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board Level Committees was carried out, are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the

Secretarial Auditors certifying the compliance of Corporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been annexed and forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has Corporate Social Responsibility Policy (CSR Policy) which is uploaded on the website of the Company at https://www.akshoptifibre.com/ corporate-governance.php elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility. From the beginning of CSR initiative, Aksh focus is on sustainable improvement of Education, Health and Environment. Complete CSR Budget was spent on these three activities. This year under its CSR drives, Aksh worked to improve the health & mental well-being of students studying in government schools, elderly people and infra of

Rajasthan Higher Secondary School situated at ‘Alampur Village in Bhiwadi. To improve the Health of Old People, under its CSR drive ‘Aksh organised Health Check-up camps. To improve ecological balance ‘Aksh

Planted many trees & continued its support to promote Organic Farming in Bhiwadi region.

During Financial year 2023-24, ‘Aksh received a request letter from ‘Alampur Government School to improve the infra of School under its

CSR activities. The School building was not repaired and painted for last 10 years. ‘Aksh under its CSR program decided to improve the infrastructure of the school thereby improving the level of education.

‘Aksh started with the most necessary, critical and urgent requirement of School i.e. repairing and painting of the School building. On work completion school principal gave ‘Letter of Thanks to ‘Aksh praising it for the divine work. The principal also told us that the repairing & painting work will help in increasing the strength of students (from 220 to approx. 300). To overcome exam related stress & improve the mental well-being of students studying in government schools, Aksh under its CSR activities organised 20 camps & seminars on ‘Handling Pre-Exam Mental Stress in government schools of Bhiwadi. In these Seminars Doctors & Teachers discussed methods on time management & overcoming exam anxiety for better academic performance with students. To improve the Health

& to spread awareness on not using intoxicants ‘Aksh organised De-addiction & Health Check-up camps for elderly people in local villages of Bhiwadi. In Financial year 2022-23, to improve the environmental conditions & health of local people in ‘Bhiwadi region Aksh under its CSR activities initiated the drive "EK PAHAL-Mukti Rasayano Sae" motivating the local farmers to go for organic farming. The drive continued this year (2023-

24) also and many new farmers joined Akshs drive thereby successfully initiating organic farming in their fields. environmental sufferings caused by ruthless use of chemical pesticides and synthetic fertilisers. Aksh with the help of agriculture experts not only provided latest knowledge on the subject but also helped local farmers with providing organic vegetable saplings, biological fertilisers, Vermi Compost and effective pest control methods acquired through animal and plant waste. Those farmers who joined this drive and producing organic vegetables are getting good returns on their investments. Currently there is huge demand of their organic products (vegetables) in Bhiwadi and people are enjoying organic vegetables which are more nutritious, tasty, and good for health. To improve the environmental conditions of Bhiwadi

‘Aksh planted more than 5000 trees in Kaurauli Industrial Area & Bhagat singh Colony Road with the help of local bodies like Lions Club, Rotary

Club & Resident Welfare Associations.

The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure-II.

EMPLOYEE REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company to email id investor.relations@akshoptifibre.com .

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Major risks identified by the businesses and functions are addressed through mitigating actions on a continuing basis. The Companys management systems, structures, processes, standards, code of conduct and behaviours govern the conducts of the business of the Company and manages associated risks.

CREDIT RATING

The Company has not taken any ratings during the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Indian Accounting Standard (Ind-AS) issued by the

Ministry of Corporate Affairs, on consolidated financial statements, the consolidated financial statements are attached which form part of the

Annual Report.

STATUTORY AUDITORS

At the 35th Annual General Meeting held on September 16, 2022, pursuant to the provision of the Companies Act, 2013 and rules made thereunder, M/s P C Bindal & Co., Chartered Accountants (FRN: 003824N) were appointed as Statutory Auditors of the Company, who

It is a big answer to the shall hold office till theconclusion of the 40th Annual General Meeting.

The Auditors report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records &Audit) Rules, 2014 including any statutory modifications thereof, the Company maintains accounts and records the applicable products relating to the business of Manufacturing of Fibre Reinforced Plastic Rods. The Company is required to appoint a cost auditor to audit the cost accounts and records of the applicable products of the Company.

The Company had appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2023-24. Further, the Board has re-appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2024-25 at a fee of Rs 75,000/- plus GST and reimbursement of out of pocket expenses, subject to ratification of fees by the Shareholders in ensuing Annual General

Meeting

SECRETARIAL AUDITORS

The Company had appointed M/s Jayant Gupta & Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-

24. The Secretarial Audit Report for the financial year ended March

31, 2024 is annexed herewith marked as Annexure –III to this Report.

The Secretarial Auditors report is self-explanatory and therefore do not require further explanation.

INTERNAL AUDITORS

Pursuant to the provisions of the Companies Act, 2013 the Company is required to appoint Internal Auditors for conducting the internal audit of the affairs of the Company.

Accordingly, the Company had appointed two internal Auditors i.e. Felix Advisory Private Limited as Internal Auditor for Manufacturing

Units(s) and Corporate Office of the Company and M/s S.R. Goyal &

Co., Chartered Accountants for Services Business of the Company for Financial Year 2024-25.

SECRETARIAL STANDARD OF ICSI

The Company is in compliance with all the mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

RECOGNITION

The Companys manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the National and International standards for The Telecom

Quality Management System, Information Security Management System,

Environmental Management System, Complaint Handling Management System and Occupational Health & Safety Management System, i.e. TL 9000:2016, ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 respectively. The Companys Quality Testing Labs for both OF & OFC division are NABL Accredited i.e. (ISO/IEC 17025:2017). The Companys

FRP Division is accredited with ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the locations of Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure–IV and is annexed to this report.

INTERNAL FINANCIAL CONTROL

The Company has internal financial control systems which is in line with requirement of the Companies Act, 2013. The system intends to increase transparency and accountability in the Companys process of implementing a control system.

The internal control systems of the Company are monitored and evaluated by Internal Auditors and their Audit reports are placed and reviewed by the Audit Committee of the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024 is available on the Companys website - www.akshoptifibre.com.

Further, the Company shall upload the Certified Annual Return on the website of the company after filing of same with Registrar of Companies in due course.

LISTING

The Equity Shares of the Company continue to be listed at BSE Ltd and The National Stock Exchange Ltd. The Listing Fee has been paid to both the stock exchanges.

MATERIAL ORDERS

During the year under review, Honble Deputy Inspector General,

Registration and Stamp Department, Special Cell, Rajasthan has ordered to recover the stamp duty on the amalgamation of APKash Broadband

Private Limited with its parent company Aksh Optifibre Limited vide its order dated October 04, 2023 for an amount of 3068.85 Lakhs plus Interest, Penalty and Surcharge. Furthermore, this order is under dispute and challenged by the company before the Honble High Court of Rajasthan, Jaipur Bench.

Disclosures under the Companies Act, 2013, Rules thereunder and Secretarial Standards

i. Your Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits were outstanding as on March 31, 2024;

ii. Your Company has not issued equity shares with differential voting rights, dividend or otherwise;

iii. Your Company has not issued shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise;

iv. During the year, the auditors, the secretarial auditors and cost auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

v. There is no qualificationin the Reports provided by the Auditors for the financial year ended March 31, 2024.

vi. Consequent to the cash crunch faced by the company resulting into bank defaults, Company has submitted Restructuring proposal to the consortium of lenders which is under their consideration.

vii. The following information is given in the Corporate Governance Report forming part of this Report: a) The performance evaluation of the Board, the Committees of the Board, Chairperson and the individual Directors; b) The Composition of Committee(s); and c) The details of establishment of Vigil Mechanism. viii. Pursuant to the provisions of Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has duly constituted the Internal Complaints Committee and Your Directors further state that during the year under review there were no complaints/ cases filed/pending pursuant to the said

Act. ix. During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions. Hence, reporting of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable. x. During the year under review, the Company had no Whole-time Director/Managing Director on its Board. Hence, the disclosure of receipt of any remuneration or commission by Whole-time

Director/Managing Director from any of Companys subsidiaries is not applicable.

UNCLAIMED DIVIDEND

As on March 31, 2024, The details of amount lying in the unpaid dividend accounts of the Company in respect of last seven years are as under:

Financial Year	Nature of Dividend	Amount in Rs. as on March 31, 2024	Date of transfer to Unpaid Dividend account	Due date of transfer to IEPF
2017-18	Final Dividend	6,00,935.30	25.10.2018	25.10.2025

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to IEPF. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred by the Company to the demat account of IEPF Authority.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) 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 of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; and e) 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. f) 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees towards overall growth of the company.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company in its continued robust performance on all fronts.

We look forward to your continued support and co-operation as we move forward to our new journey, while assuring our continued commitment to maintain healthy and fruitful relationship.

	for Aksh Optifibre Limited
	Dr. Kailash Shantilal Choudhari
Date: May 27, 2024	Chairman
Place: New Delhi	DIN: 00023824