Akshar Spintex Ltd Directors Report

<dhhead>Directors Report</dhhead>

To, Members of AKSHAR SPINTEX LIMITED,

The Directors of your Company are pleased to present the 13th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on 31st March, 2026 is as under:

(Rs. In Lakhs)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue From Operations	11728.12	11,676.91
Other income	381.37	227.79
Total (A)	12109.49	11,904.70
Cost of Materials Consumed	8278.62	8,452.98
Purchase	1734.01	1,240.70
Changes in Inventories	213.02	380.22
Employee Benefit Expenses	610.69	539.17
Financial Costs	41.17	108.95
Depreciation	684.94	463.89
Other Expenses	1357.07	1,306.54
Total (B)	12919.51	12,492.46
Profit Before Tax	(810.03)	(587.76)
Tax Expenses
i. Current Tax	0.00	0.00
ii. Mat Credit Availment / Entitlement	0.00	0.00
iii. Prior Period Tax	0.00	26.57
iv. Deferred Tax	(71.09)	(116.38)
Profit after Tax for the Year	(738.94)	(444.81)
Other Comprehensive Income/(Expense) (OCI) net of tax expense
i. Items that will not be reclassified to Profit and Loss Account
Less: Income Tax impact on above	5.60	3.82
Less: Income Tax impact on above	1.46	0.99
Total Other Comprehensive Income (Expenses) (OCI) net of tax expense	4.15	2.83
Total Comprehensive Income	(734.79)	(441.98)
Earnings per Share: Basic	(0.09)	(0.08)
Diluted	(0.09)	(0.08)

[Contains a bar chart showing financial analysis — Revenue from Operations, Profit Before Tax, Profit After Tax for 2024-25 and 2025-26]

Chart data:

	Revenue from operations	Profit before tax	Profit After tax
2024-25	11,676.91	-587.76	-444.81
2025-26	11,728.12	-810.03	-734.79

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

During the financial year under review, the Company recorded total revenue of Rs. 11,728.12 Lakhs, as compared to Rs. 11,676.91 Lakhs in the previous financial year, registering a marginal increase in revenue.

The Company reported a Loss before Exceptional Items and Tax of Rs. 810.03 Lakhs, as against a loss of Rs. 587.76 Lakhs in the previous financial year. After considering exceptional items and tax, the Company reported a Net Loss of (738.94) Lakhs, as compared to a Net Profit of Rs. (444.81) Lakhs in the previous financial year.

The Companys total expenses increased to Rs. 12,919.51 Lakhs during the year under review, as compared to Rs. 12,492.46 Lakhs in the previous financial year. The increase in expenses, coupled with pressure on operating margins, resulted in a deterioration in the Companys overall profitability.

The financial performance during the year was impacted by challenging business conditions, fluctuations in raw material prices, pressure on margins, and adverse market conditions prevailing in the textile and cotton yarn industry. These factors affected the Companys operating performance despite the marginal growth in revenue.

The Management continues to remain focused on improving operational efficiencies, optimizing costs, strengthening working capital management, and enhancing productivity across its operations. The Company is also evaluating and implementing prudent business strategies aimed at improving margins, strengthening its financial position, and restoring sustainable growth and profitability.

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 Companys Dividend Distribution Policy. Policy on Dividend Distribution has been placed on the Companys website at https://www.aksharspintex.in/pdf/Corporate%20Governance/Dividend%20Distribution%20Policy.pdf

Interim Dividend

During the year, the board of director has not recommended any interim dividend for the year ended on 31st March, 2026.

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. 36,333.59 remains 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 2026.

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, 2026.

HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE:

The Company does not have Subsidiary, Joint Venture and Associate Company as on 31st March, 2026.

LISTING OF SECURITIES WITH STOCK EXCHANGE:

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

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

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

MATERIAL EVENT OCCURRED DURING THE YEAR.

During the financial year under review, there were no material events Occurred.

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

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

CAPITAL STRUCTURE:

During financial year 2025-26, 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:

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.

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 Boards decisions. The Board comprised of 6 (Six) Directors as on 31st March, 2026, details of which are tabled below:

Sr. No. Name of the Director	Designation
01 Mr. Harikrushna Shamjibhai Chauhan	Chairman & Whole Time Director
02 Mrs. Ilaben Dineshbhai Paghdar	Director
03 Mr. Rohit Bhanjibhai Dobariya	Independent Director
04 Mr. Parshottam L Vasoya	Independent Director
05 Mr. Bhavin Jayantibhai Kothiya	Non-Executive Independent Director (Appointed on 18.02.2026)
06 Mr. Harry D. Paghdar	Appointed as Executive Director (Appointed on 18.02.2026)

During the financial year under review, changes in the composition of the Board of Directors are mentioned below.

1. Mr. Sureshkumar C. Gajera (DIN: 1106779), was appointed as an Additional Non-Executive Independent Director of the Company with effect from 21st May, 2025.
2. Mr. Harry Paghdar (DIN: 11096100) was appointed as an Additional Managing Director, with effect from 21st May, 2025.
3. Mr. Bhavin Jayantibhai Kothiya was appointed as Non-Executive Independent Director on 18th February, 2026.
4. Mr. Harry D. Paghdar was appointed as an Executive Director on 18th February, 2026, pursuant to the approval of the shareholders through Postal Ballot.

Cessation during the Year

1. Mr. Brijeshkumar Prahladbhai Patel (DIN: 10877543), Additional Executive Director, resigned from the directorship with effect from 21st May, 2025.
2. Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535), Additional Non-executive Independent Director resigned from the directorship with effect from 21st May, 2025.
3. Mr. Sureshkumar C. Gajera Ceased to be Independent Director of the Company due to the Special resolution for the appointment as the Independent Director of the Company was put to vote and did not pass in Annual General Meeting held on 25th August, 2025.
4. Mr. Harry D. Paghdar Ceased to be Additional Managing Director of the Company due to Special resolution for the appointment as the Managing Director of the Company was put to vote and did not pass in Annual General Meeting held on 25th August, 2025.

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

None of the Director appointed after the closing of the financial year and up to the date of this report.

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

Mr. Parshotam L. Vasoya (DIN: 09229252), Independent Director of the Company, ceased to be an Independent Director with effect from 22nd August 2026 upon completion of his second consecutive term of appointment in accordance with Section 149(10) of the Companies Act, 2013.

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(7):

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

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

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

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

Integrity, Expertise, Experience and Proficiency of Independent Directors

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency in their respective fields and are competent to effectively discharge their duties and responsibilities as Independent Directors of the Company.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Databank and have complied with the applicable proficiency requirements, wherever applicable, in accordance with the provisions of the Companies Act, 2013.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and Updating programs for independent directors on need basis. Conducted by knowledgeable persons from time to time. The Policy of Familiarization has been placed at

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

2025 to 31st March, 2026:

Sr. No. Name	Designation
1 Mr. Harikrushna Shamjibhai Chauhan	Chairman & Whole Time Director
2 Mrs. Ilaben Dineshbahi Paghdar	Director
3 Mr. Rohit Bhanjibhai Dobariya	Independent Director
4 Mr. Parsottam L Vasoya	Independent Director
5 Mr. Bhavin Jayantibhai Kothiya (Appointed on 24.11.2025)	Non-Executive Independent Director
6 Mr. Harry D. Paghdar (Appointed on 18.02.2026)	Executive Director
7 Miss. Namrata Jagdishbhai Seta (Appointed on 18.10.2025)	Company Secretary
8 Mrs. Poonam P. Kapupara	Chief Financial Officer
9 Mr. Harry D. Paghdar (Appointed on 21.05.2025 Resigned on 25.08.2025)	Additional Managing Director
10 Mr. Dheeraj Kumar Sahu (Resigned on 30th June, 2025)	Company Secretary
11 Mr. Sureshkumar Chaturbhai Gajera (DIN: 11106779) (Resigned on 25.08.2025)	Additional Independent Director
12 Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535) (Resigned on 21.05.2025)	Additional Independent Director
13 Mr. Brijeshkumar Prahladbhai Patel (DIN: 10877543) (Resigned on 21.05.2025)	Additional Executive Director

During the financial year Appointment of Key Managerial Personnel

1. Mr. Sureshkumar C. Gajera (DIN: 11106779), appointed as an Additional Independent Director with effect from 21st May, 2025.
2. Mr. Harry Paghdar (DIN: 11096100) appointed as an Additional Managing Director, with effect from 21st May, 2025.
3. Mr. Bhavin Jayantibhai Kothiya, Appointed as Additional Non-Executive Independent Director on 24th November, 2025 and he was regularized with effect from 18th February, 2026.
4. Mr. Harry D. Paghdar was appointed as an Executive Director on 18th February, 2026, pursuant to the approval of the shareholders through Postal Ballot.
5. Miss. Namrata Jagdishbhai Seta, Appointed as Company Secretary & Compliance officer with effect from 18th October, 2025.

1. Mr. Brijeshkumar Prahladbhai Patel (DIN: 10877543), Additional Executive Director, resigned from the directorship with effect from 21st May, 2025, due to personal reasons and preoccupations.
2. Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535), Additional Non-executive Independent Director resigned from the directorship with effect from 21st May, 2025, due to personal reasons and preoccupations.
3. Mr. Sureshkumar C. Gajera Ceased to be Additional Independent Director of the Company due to the Special resolution for the appointment as the Independent Director of the Company was put to vote and did not pass in Annual General Meeting held on 25th August, 2025.
4. Mr. Harry D. Paghdar Ceased to be Additional Managing Director of the Company due to Special resolution for the appointment as the Managing Director of the Company was put to vote and did not pass in Annual General Meeting held on 25th August, 2025.
5. Mr. Dheeraj Kumar Sahu, Company Secretary & Compliance officer resigned with effect from 30th June, 2025 to pursue other professional opportunities.

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

Mr. Parshotam L. Vasoya (DIN: 09229252), Independent Director of the Company, ceased to be an Independent Director with effect from 22nd August 2026 upon completion of his second consecutive term of appointment in accordance with Section 149(10) of the Companies Act, 2013.

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.

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, 16 (Sixteen) 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
Risk Management Committee
Stakeholders Relationship 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 2025-26.

Further, the Independent Directors, at their exclusive meeting held on 16th March, 2026 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 Companys 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 fulfillings 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 and 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 organizations 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 Companys website at http://aksharspintex.in/pdf/Corporate%20Governance/Board%20Diversity%20Policy.pdf

POLICY ON CODE OF CONDUCT:

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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

ARCHIVAL POLICY:

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

CODE FOR PREVENTION OF INSIDER TRADING:

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 Companys website at; http://aksharspintex.in/pdf/Corporate%20Governance/Insider%20Trading.pdf

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

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 Companys website at; http://aksharspintex.in/pdf/Corporate%20Governance/Policy%20for%20Determining%20Material%20Subsidiary.pdf

DIRECTORSRESPONSIBILITY 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, 2026 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, 2026 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 has incurred a loss during the financial year under review. Further, the Company does not satisfy any of the criteria prescribed under Section 135(1) of the Companies Act, 2013, based on the financial position of the immediately preceding financial year. Accordingly, the provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company.

The disclosures 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 arms 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 Companys website at the link http://aksharspintex.in/pdf/Corporate%20Governance/Related%20Party%20Policy.pdf

Your directors draw attention of the members to Note 32 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.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company provides maternity benefits to eligible women employees in accordance with the applicable provisions of the Act.

The Company is committed to providing a safe, supportive and non-discriminatory work environment and to ensuring that eligible women employees receive the benefits available to them under the applicable laws.

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.

1. The steps taken by the company for utilizing alternate sources of energy; The Company has not taken any step for utilizing alternate source of energy.
   IV. The capital investment on energy conservation equipment;

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

Power and Fuel Consumption:

Power Consumption:

Particulars	Units	Rate per unit	Amount
Total Units	1149765	38.599	8803658

Fuel Consumption:

Diesel Consumed (Factory)	155720
Diesel & Petrol Consumed (Vehicle)	501726

(B) Technology absorption

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

I. The efforts made towards technology absorption;
II. The Company has not made any special effort towards technology absorption. However, company is always prepared for update its factory for new technology.
III. The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable
IV. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable
V. The details of technology imported: Not applicable
VI. The year of import: Not applicable
VII. Whether the technology been fully absorbed: Not applicable
VIII. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable
IX. The expenditure incurred on Research and Development- Not applicable

(C.) Foreign exchange earnings and Outgo

Particulars	F.Y. 2025-2026	F.Y. 2024-2025
Foreign Exchange Earnings (in Rs.)	NIL	NIL
Foreign Exchange Outgo (in Rs.)	NIL	NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report. The Report on the Corporate Governance is attached hereinafter and part of this report.

AUDITORS & AUDITORS REPORT:

Statutory Auditor:

M/s. H. B. Kalaria & Associates, Chartered Accountants (Firm Registration No. 104571W), will be Completing their tenure as the Statutory Auditors of the Company upon the conclusion of the 13th Annual General Meeting, having held office for a term of five consecutive years (Second Term) in accordance with the provisions of Section 139 of the Companies Act, 2013.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. H. Jamnadas & Company, Chartered Accountants (Firm Registration No. 104033W), as the Statutory Auditors of the Company for a term of five consecutive years i.e. 2025-2026 to 2030-2031, commencing from the conclusion of the ensuing Annual General Meeting and continuing until the conclusion of the Annual General Meeting to be held in the year 2031, subject to the approval of the Members.

The Company has received the written consent and eligibility certificate from the proposed auditors confirming that their appointment, if made, shall be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the applicable Rules framed thereunder.

Further, the Statutory Auditor of the Company have submitted Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2026.

The Company has generally been regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities apart from a few delays in the payment of professional tax.

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

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

Name of statute	Nature of dues	Amount unpaid (in Rs. lacs)	Period to which the amount relates	Due date of payment	Actual date of payment
Gujarat Professional Tax Act	Professional Tax	4.97	F.Y. 2020-21	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	5.09	F.Y. 2021-22	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.43	F.Y. 2022-23	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.01	F.Y. 2023-24	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	3.35	F.Y. 2024-25	Monthly	Not paid till date of report
Gujarat Professional Tax Act	Professional Tax	1.41	F.Y. 2025-26	Monthly	Not paid till date of report

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

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

BOARD OF DIRECTORS CLARIFICATION ON OUTSTANDING STATUTORY DUES

The Board of Directors has taken note of the observations regarding professional tax remaining unpaid for a period exceeding six months from the date they became payable and the statutory dues under dispute as disclosed in the Financial Statements.

During the year under review, the Company has generally complied with its statutory obligations within the prescribed timelines. However, there were certain delays in the payment of professional tax under the Gujarat Professional Tax Act. The management is taking necessary steps for settlement of the outstanding dues and to ensure timely compliance in the future.

With respect to the Income Tax demand of Rs. 119.16 lakhs pertaining to A.Y. 2018-19, the said amount is under dispute before the Commissioner of Income Tax (Appeals). Accordingly, the amount has been disclosed as a disputed statutory liability in the Financial Statements in accordance with the applicable accounting and disclosure requirements. The Company is pursuing the matter before the appropriate appellate authority and will take necessary action based on the outcome of the proceedings.

The above amount represents disputed Income Tax dues for Assessment Year 2018-19, in respect of which the matter is pending before the Commissioner of Income Tax (Appeals). The Company has not deposited the said amount as the matter is under dispute and is being contested before the appropriate appellate authority. The management is hopeful of a favorable outcome in the matter.

Secretariat Auditor:

D N Vora & Associates, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company for the Financial Year 2025-26 and have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2026. The Report forms part of this report as "Annexure V".

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

1. Non-submission of Financial Results under the specific tab of BSE for the quarter ended 31st December, 2025.

The Financial Results of the Company for the quarter ended 31st December, 2025 were duly approved by the Board of Directors and filed with the Stock Exchanges within the prescribed timeline. However, due to an inadvertent technical omission, the Financial Results were not separately submitted under the specific "Financial Results" tab of BSE.

2. Appointment of Mr. Sureshkumar Gajera has not been regularized by the shareholders at a General Meeting within the prescribed time frame of three months as stipulated under Section 161(1) of the Companies Act, 2013.

Mr. Sureshkumar Gajera was appointed as an Additional Independent Director of the Company with effect from 21st May, 2025. His appointment as an Independent Director was placed before the Members for approval at the Annual General Meeting held on 25th August, 2025. However, the requisite Special Resolution for his appointment was not approved by the Members. There was delay of 3 days in regularising the appointment was inadvertent and the Company has taken note of the observation and shall exercise due care and diligence to ensure timely compliance with the applicable provisions of the Companies Act, 2013 in future.

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

 

3. Delay in Appointment of Company Secretary

During the period from 30th September, 2025 to 18th October, 2025, there was a vacancy in the position of Company Secretary and Compliance Officer of the Company. The Company took steps to fill the vacancy and Miss. Namrata Jagdishbhai Seta, a qualified Company Secretary, was appointed as Company Secretary and Compliance Officer with effect from 18th October, 2025. The delay in filling the vacancy was inadvertent and arose due to the time taken in completing the necessary joining and professional formalities. The Company has thereafter ensured compliance with the applicable requirements and has taken steps to avoid recurrence of such delay.

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

 

4. Composition of Board is Less than Six

During the period from 25th November, 2025 to 18th February, 2026, the Companys Board of Directors comprised less than the minimum required number of six Directors as prescribed under Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The delay in achieving the requisite Board strength was due to the time taken in completing the appointment and approval process. The Company has taken note of the observation and shall exercise due care to ensure timely compliance with the applicable requirements of the SEBI (LODR) Regulations, 2015 in future.

4 Non- appointment of Internal Auditor

The Internal Auditor of the Company resigned on 12th August, 2022 and, thereafter, the Company did not appoint a new Internal Auditor up to 31st March, 2026. The Company acknowledges the delay in appointment of the Internal Auditor and has taken note of the requirement under the applicable provisions of the Companies Act, 2013. The Company has initiated corrective measures for appointment of a suitable Internal Auditor and strengthening its internal control and compliance framework. The Company is committed to ensuring timely compliance with the applicable statutory requirements and to preventing recurrence of such instances in future.

Cost records and audit;

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accounts in respect of the products manufactured by the Company. Accordingly, the Company has maintained the requisite cost records and accounts in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

M/s. Mitesh Suvagiya & Co., Cost Accountant, have appointed as a Cost Auditor of the Company, by the Board of Directors, on recommendation of the Audit Committee, to conduct Cost Audit of the records for the Financial Year 2026-27 on a remuneration as mentioned in the Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company.

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

HUMAN RESOURCES

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

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

COMPLIANCES OF SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard - 2 (SS-2) on General Meetings, during the financial year 2025-26 ended 31st March 2026.

SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of NSE and BSE. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2025-26.

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

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

RISK & MITIGATING STEPS:

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

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board. The Risk Management Policy has been placed on the website of the Company at; http://aksharpsintex.in/pdf/Corporate%20Governance/Risk%20Management%20Policy.pdf

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

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

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

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

BUSINESS RESPONSIBILITY REPORT:

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

ANNUAL RETURN

Pursuant to the provision of Section 134(3) (a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2025-26 will be uploaded on the website of the Company at https://www.aksharspintex.in/annual-return.html

ACKNOWLEDGEMENT:

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

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central-State-Local Government and other regulatory authorities, Bankers and Members. The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

For and on Behalf of Board of Directors AKSHAR SPINTEX LIMITED

Date: 1st September, 2026 Place: Haripar (Jamnagar)

Harry Paghdar Executive Director [DIN: 11096100]

Harikrushna S. Chauhan Chairman cum Whole Time Director [DIN: 07710106]