Aksh Optifibre Ltd Directors Report

Dear Shareholders,

The Directors of your company are pleased to present the Thirty-Ninth (39th) Annual Report of Aksh Optifibre Limited, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL RESULT

The summary of financial performance of Aksh Optifibre Limited ("Aksh" or "the Company"), for the Financial Year ended March 31, 2026 is summarized below:

Rs. in Lakhs

Particulars	Financial Year ended 2025-26	Financial Year ended 2024-25
Revenue from Operations	12570.66	12,712.48
Other Income	201.36	156.59
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax	506.89	(134.16)
Depreciation/ Amortization Expenses/ Impairment	1002.63	1,248.83
Profit before Interest, Amortization, Exceptional Items & Tax	(495.74)	(1,382.99)
Finance Cost	667.79	856.92
Profit/ (Loss) before Exceptional items & Tax	(1163.53)	(2,239.91)
Exceptional Income/(Expenses)	57.13	38.73
Profit/ (Loss) before Tax	(1106.40)	(2,201.18)
Income Tax
Deferred Tax (including MAT utilization)	(264.35)	(393.53)
Tax relating to earlier periods	14.37	203.66
Profit/ (Loss) after Tax	(856.42)	(2011.30)
Total Comprehensive Income	(843.77)	(2002.51)
Balance profit brought forward from previous year	(36,359.77)	(34,357.26)
Less : Transfer to Reserves	-	-
Less Dividend paid on Equity Shares	-	-
Less Dividend Distribution Tax	-	-
(Deficit)/ Surplus carried to Balance sheet	(37,203.54)	(36,359.77)

STATE OF COMPANYS AFFAIRS

Your Company recorded a revenue of Rs. 12,570.66 Lakhs in the current year against Rs. 12,712.48 Lakhs in the previous year.

The Company operates in two segments viz. Manufacturing and Services. The revenue from Manufacturing segment stood at Rs. 6248.38 Lakhs against Rs. 7,511.38 Lakhs in the previous year. The revenue of Service segment stood at Rs. 6322.28 Lakhs against Rs. 5201.10 Lakhs in the previous year.

The loss before interest depreciation tax and amortization of current year stood at Rs. 506.89 Lakhs and Loss After Tax at Rs. (856.42) Lakhs.

DIVIDEND

Your Board of Directors have decided not to recommend any dividend for the current financial year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, 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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, 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 which is annexed herewith as Annexure - I.

Also, the policy for determining material subsidiaries as approved may be accessed on the companys website at https:// akshoptifibre.com/pdf/Policy%20for%20determining%20 Material%20Subsidiary.pdf.

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 under review, 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 https://akshoptifibre.com/ pdf/Related%20Party%20Transactions.pdf.

No material Related Party Transactions, either individually or in aggregate with previous transactions during the financial year, exceeded the thresholds prescribed under Schedule XII of the SEBI (LODR) Regulations, 2015. Further, transactions with wholly owned subsidiaries are exempt for the purposes of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of material transactions with the Related Party as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. However, all the transactions entered by the company with related parties are provided under the Notes to financial statements of the Company forming part of this report.

DIRECTORS

As on March 31, 2026, 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 5 (Five) Board Meetings during the financial year 2025-26, the details of which are given in the Corporate 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.

BOARD COMMITTEES & DETAILS THEREOF

Your Board has constituted following statutory committees and they function according to their respective roles and defined scope:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Finance Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof are given in the Corporate Governance Report, which forms integral part of this Annual Report.

AUDIT COMMITTEE

As at March 31, 2026, the Audit Committee of the Board of Directors of the Company comprised of 4(Four) members, namely, Mr. Sanjay Katyal, Mr. Sunil Puri, Mr. Harvinder Singh and Mr. Satyendra Kumar Gupta, majority of them being Independent Directors except for Mr. Satyendra Kumar Gupta, who is a Non - Executive Non - Independent Director. Mr. Sanjay Katyal, Independent Director is the chairperson of the Committee.

Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board. The Chairman/ Secretary of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the Nomination and Remuneration Committee takes into account apart from others, Board diversity, persons eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. In case of re-appointment of any Board member, NRC basis evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Additionally, NRC recommends to the board, remuneration, in whatever form, payable to senior management.

The said policy is available on the website of the Company and can be accessed at https://akshoptifibre.com/pdf/Nomination_ Remuneration_Policy.pdf.

CHANGES IN DIRECTOR(S)/KEY MANAGERIAL PERSONNEL(S) (KMPS)

Following changes occurred in the KMPs of the Company during the Financial Year 2025-26:

Sr. No. Name of Key Managerial Personnels	Particulars of Change	Effective Date of Change
1 Mr. Nikhil Jain	Resigned from the post of Chief Financial Officer (CFO)	July 08, 2025
2 Mr. Varun Dube	Appointed as the Chief Financial Officer (CFO) & KMP of the Company	October 07, 2025

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on March 31, 2026:

1. Mr. Gaurav Mehta, Chief Executive Officer-Corporate Affairs & Group Company Secretary

2. Mr. Lokesh Khandelwal, Group Chief Operating Officer

3. Mr. Varun Dube, Chief Financial Officer

4. Mr. Mayank Chadha, Company Secretary & Compliance Officer

There were no other changes in the Directors/KMPs during the Financial Year, apart from the changes disclosed above.

Director(s) Retiring by Rotation at the ensuing Annual General Meeting, who offers themselves for re- appointment:

In accordance with Section 152 of the Companies Act, 2013, Dr. Kailash Shantilal Choudhari (DIN: 00023824) Non- Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee & the Board recommends the resolution for his re-appointment for the approval of the Members at the ensuing AGM. A brief profile and other details relating to re-appointment of Dr. Kailash Shantilal Choudhari are provided in this Annual Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

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 of the Companies Act, 2013 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.

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)

Four applications were filed by the Operational Creditors under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Honble National Company Law Tribunal (NCLT) against the Company. In respect of three applications, the Company had obtained the requisite approval from the Reserve Bank of India (RBI), and the matters have been fully and finally settled. Pursuant thereto, the Honble Tribunal has disposed of the aforesaid three matters as settled. One application is still pending before the NCLT, which the Company has duly opposed in accordance with the relevant provisions of the Insolvency and Bankruptcy Code, 2016. During the previous financial year, one of the Financial Creditors initiated proceedings before the Honble National Company Law Tribunal ("NCLT") by filing an application under Section 7 of the Insolvency and Bankruptcy Code, 2016. The amount claimed in the said application is disputed by the Company, and this position has been duly communicated to both the Financial Creditor and the Honble NCLT. The matter is presently at the stage of final arguments.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the parameters suggested by the Nomination and Remuneration Committee, for determining the performance evaluation of Independent Directors, Chairman, Board as a whole, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive 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 an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, 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 and can be accessed at https://akshoptifibre.com/pdf/CSR-Policy-2025.pdf elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility.

The Company has a Corporate Social Responsibility (CSR) Committee comprising three (3) members, as detailed in the Corporate Governance Report forming part of this Annual Report.

However, in accordance with statutory requirement of the Act, land on account of losses, the company has Nil obligation towards CSR Expenditure during the Financial Year 2025-26, therefore no CSR expenditure has been incurred under Section 135 of the Companies Act, 2013 during the Financial Year 2025-26.

In terms of provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed herewith as

Annexure - II.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNELS

The Company remains steadfast in its commitment to creating a progressive, inclusive, and performance-driven work culture, with sustained emphasis on employee wellbeing, continuous learning, and professional growth. Through ongoing digital transformation initiatives, process optimization, and cultural enhancement programs, the organization is actively shaping a future-ready workforce equipped with agility, innovation, and customer-centric thinking. Enhanced collaboration, cross-functional teamwork, and a shared commitment towards excellence continue to strengthen the organizational foundation.

The Company firmly believes that employees are its most valuable asset and therefore strives to maintain a fair, transparent, and growth-oriented compensation structure. During the financial year 2025–26, the minimum monthly remuneration within the organization remained significantly above the statutory minimum wages prescribed by the Government, thereby reflecting the Companys commitment towards equitable and responsible employment practices.

The Human Resources function continues to play a strategic role in strengthening employee engagement, capability building, and organizational effectiveness. Various initiatives relating to skill enhancement, performance management, employee welfare, and workplace engagement were undertaken during the year to cultivate a positive and motivating work environment.

The Company also strongly upholds the principles of Diversity, Equity and Inclusion (DE&I), recognizing that a diverse workforce fosters creativity, innovation, and stronger decision-making through varied experiences and perspectives. By nurturing an equitable and respectful workplace culture, the Company continues to build an environment where employees feel valued, empowered, and encouraged to contribute meaningfully towards organizational success.

In alignment with our dedication to fair compensation, the minimum monthly wage within our organization has been set at Rs. 35,000/. Moreover, your organizational structure promotes inclusivity, as evidenced by a commendably low ratio of 22:1 between the highest and lowest salary, which stands in stark contrast to the more pronounced disparities observed in many other companies.

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.

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.

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.

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 address their email to investor.relations@akshoptifibre.com.

HUMAN RESOURCES

Your Company firmly believes that human capital is the cornerstone of sustainable growth and long-term value creation. The Company continues to focus on building a performance-driven, inclusive, and future-ready work culture that encourages innovation, collaboration, integrity, and continuous learning across all levels of the organization.

During the year under review, the Company maintained harmonious industrial relations across its operations. Employee engagement initiatives, skill enhancement programmes, leadership development interventions, and periodic training sessions were conducted to strengthen professional competencies and align employees with evolving business requirements and technological advancements.

The Company remains committed to providing a safe, healthy, and motivating work environment for all employees. Various employee welfare measures, workplace safety practices, and compliance-driven policies continued to be implemented effectively. Equal opportunity, diversity, and ethical conduct remain integral to the Companys people philosophy.

The Company has also continued its emphasis on digital transformation and process optimization, enabling employees to adapt to dynamic business environments with greater agility and efficiency. Cross-functional collaboration and customer-centric approaches have further strengthened organizational effectiveness and operational excellence.

The Company values its employees contribution and places significant emphasis on talent retention, succession planning, and nurturing future leadership capabilities. The management expresses its appreciation for the continued dedication, commitment, and support extended by employees at all levels during the year.

RISK MANAGEMENT POLICY

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.

However, the applicability of implementation of Risk Management Policy is not applicable to the Company. Accordingly, the 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

In view of continuing default with the bank, the Company has not taken any ratings during the financial year 2025-26.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Indian Accounting Standard (IND-AS) issued by the Ministry of Corporate Affairs on Consolidated Financial Statements, the same are attached which forms 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 shall hold office till the conclusion of the 40th Annual General Meeting.

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

M/s Ajay Kumar Singh & Co., Cost Accountants were appointed as Cost Auditors of the Company for the Financial Year 2025-26. Further, the Board has again appointed M/s Ajay Kumar Singh & Co., as Cost Auditors of the Company for the Financial Year 2026-27 at a fee of Rs. 90,000/- plus GST and reimbursement of out of pocket expenses, subject to ratification of fees by the Shareholders in ensuing Annual General Meeting.

Disclosure of maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the Financial Year 2025-26..

SECRETARIAL AUDITORS

At the 38^th Annual General Meeting held on August 08, 2025, pursuant to the provisions of the Companies Act, 2013 & rules made thereunder, M/s Neelam Gupta & Associates, Practicing Company Secretaries (COP No.: 6950 & Peer Reviewed Number: 747/2020) were appointed as Secretarial Auditors of the Company for a term of five consecutive years, to conduct the Secretarial Audit from the Financial Year 2025-26 to Financial Year 2029-30. The Secretarial Audit Report received from M/s Neelam Gupta & Associates for the Financial Year ended March 31, 2026 is annexed herewith as Annexure - III to this Report. The Secretarial Auditors report is self-explanatory and therefore do not require further explanation A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Neelam Gupta & Associates, Company Secretaries, Secretarial Auditors.

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 2025-26.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

RECOGNITION

The Companys Optical Fibre, Optical Fibre Cable and FRP 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 Quality Management System, Environmental Management System, and Occupational Health & Safety Management System, i.e. 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).

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.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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 Annual Return as on March 31, 2026 is available on the Companys website and can be accessed at 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.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate fromtheSecretarialAuditorscertifyingthecomplianceofCorporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report as Annexure - V which forms part of the Annual Report.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2026-27 has already been paid to the credit of both the Stock Exchanges.

SIGNIFICANT MATERIAL ORDERS

During the year, the Debts Recovery Tribunal, Jaipur vide order dated March 24, 2026 allowed the Securitization Application filed by the Company and quashed the notices issued under Sections 13(2) and 13(4) of the SARFAESI Act, 2002. Subsequently, Union Bank of India filed an appeal before the Debts Recovery Appellate Tribunal, Delhi against the said order. The Company is contesting the matter appropriately before the Honble Appellate Tribunal.

DETAILS RELATED TO DEPOSITS

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, 2026.

EMPLOYEE STOCK OPTION SCHEME (ESOS) / EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

Your Company has not issued shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise as on March 31, 2026.

SHARES WITH DIFFERENTIAL VOTING RIGHTS

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year, the Statutory Auditors, the Secretarial Auditors and the 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.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance towards Sexual Harassment of Women at the workplace and has adopted Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

Pursuant to the provisions of the said Act, the Company has duly constituted the Internal Complaints Committee (ICC) to redress the complaints received. The Company conducts, from time to time, awareness sessions on prevention of sexual harassment at workplace for its employees. Your Directors further state the details of complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the calendar year ended December 31, 2025 are as under:

Sr. No. Particulars of Change	No. of Complaints
1 Number of sexual harassment com- plaints received during the year	Nil
2 Number of sexual harassment com- plaints disposed of during the year	Nil
3 Number of sexual harassment com- plaints pending for more than 90 days	Nil

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the Company with respect to leaves and maternity benefits thereunder.

DETAILS OF ONE TIME SETTLEMENT BY THE COMPANY

During the year, the Company continuously made its best efforts towards exploring the possibility of One Time Settlement (OTS).

UNCLAIMED DIVIDEND AND TRANSFER TO IEPF

During the year, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company had transferred unpaid/ unclaimed dividend amounting to Rs. 430,582.70 pertaining to the Financial Year 2017–18 to the IEPF within the prescribed timeline, upon completion of seven years.

Further, the corresponding shares in respect of which dividend remained unpaid or unclaimed for seven consecutive years were also transferred to the demat account of the IEPF Authority in accordance with the said Rules.

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.

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

	for Aksh Optifibre Limited
	Sd/-
	Dr. Kailash Shantilal Choudhari
	Chairman
New Delhi, May 28, 2026	DIN: 00023824