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Axis Solutions Ltd Directors Report

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Oct 10, 2025|12:00:00 AM

Axis Solutions Ltd Share Price directors Report

Dear Members,

Your Directors are Pleased to present the 40th Annual Report of Axis Solutions Limited (formerly Asya Infosoft Limited) (Your Company) together with the Audited Financial Statement (standalone and consolidated) for the financial year ended 31st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The Standalone and Consolidated financial performance of the Company for the financial year ended 31st March, 2025, is summarized below:

(Rupees in Crore except EPS)

Standalone

Consolidated

Financial Highlights

2024 2025

2023 2024

2024 2025

2023 2024

Revenue from Operations

200.73

136.36

201.32

136.36

Other Income

1.83

0.31

1.90

0.31

Total Income

202.56

136.67

203.22

136.67

Less: Total Expenses

163.68

114.75

165.86

110.99

Earnings Before Interest, Tax and Depreciation

38.88

21.92

37.36

25.68

Less: Finance Cost

3.30

2.83

3.30

2.83

Less: Depreciation

1.18

0.93

1.19

0.93

Profit/ (Loss) before Tax (PBT) & Exceptional Items

34.39

31.80

32.87

21.92

Exceptional Items

0.00

(9.89)

0.00

(9.89)

Profit/ (Loss) before Tax (PBT)

34.39

31.81

32.87

31.81

Add/ (Less): Current Tax

0.27

0.00

0.27

0.00

Add/ (Less): Deferred Tax

(0.88)

0.07

(0.88)

0.07

Profit/ (Loss) after Tax (PAT)

35.00

31.74

33.48

31.74

Other Comprehensive Income

(0.25)

0.00

(0.26)

0.00

Total Comprehensive Income for the period

34.75

31.74

33.22

31.74

STATE OF COMPANYS AFFAIRS:

Your companys net worth on a standalone basis grew by Rs.59.50 crore to Rs.117.61 Crore as of 31st March, 2025, as against Rs. 58.10 Crore of 31st March, 2024. The increase in net worth was mainly due to increase in the profit.

During financial year 2024 25, the Standalone revenue of your Company increased by Rs. 64.37 Crore to Rs. 200.73 Crore as of 31st March, 2025, as against Rs. 136.36 Crore in the previous financial year and Standalone net profit for the year increased by Rs.3.26 Crore to Rs.35 Crore as against Rs.31.74Crore in the previous financial year.

During financial year 2024 25, the Consolidated revenuer of your Company increased by Rs.64.96 Crore to Rs. 201.32 Crore as of 31st March, 2025, as against Rs.136.36 Crore in the previous financial year and Consolidated net profit for the year increased by Rs.1.74 to Rs. 33.48 Crore as against Rs.31.74 Crore in the previous financial year.

The Standalone and Consolidated Financial Statements have been prepared in compliance with the Indian Accounting Standards (IND AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

KEY DEVELOPMENTS AND STRATEGIC ACQUISITIONS

1. Conclusion of Merger of Axis Solutions Private Limited into the Company

The Honble National Company Law Tribunal (NCLAT) of the Dehli Bench Sanctioned the Composite Scheme of Amalgamation and Arrangement between Axis Solutions Private Limited (hereinafter referred to as Transferor Company or ASPL) and Asya Infosoft Limited (at present Axis Solutions Limited )( hereinafter referred to as Transferee Company or AIL) on 27th August, 2024.

From the Effective Date, Axis Solutions Private Limited was dissolved and merged into the Company. This entailed the transfer of all ASPLs assets and liabilities to the Company, effective from 1st April, 2023, the Appointed Date under the Scheme.

In accordance with the Scheme, The Company, at its Board Meeting held on 19th September, 2024 allotted 4 shares of Rs.10 each of the company (Asya Infosoft Limited Presently Axis Solutions Limited) against the 1 equity shares of Rs. 10 each held by the shareholders in the Axis Solutions Private Limited. Accordingly an allotment of 3,98,22,200 Equity Shares of Rs. 10/ each fully paid up made to the shareholders of M/s Axis Solution Private Limited as a Consideration for the merger.

This strategic move provide integrated engineering and digital solutions across global markets. It also drive significant value by enhancing operational efficiencies , accelerating innovation and expanding service portfolio.

2. Successful Implementation of the Approved Resolution Plan

The Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as sanctioned by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024, has been successfully implemented. Pursuant to the terms of the approved plan, the management and control of the Company have been formally taken over by Mr. Bijal Dineshchandra Sanghvi, in consortium with M/s. Axis Solutions Private Limited (Resolution Applicants), with effect from 11th July 2024.

All necessary actions as stipulated in the Resolution Plan including settlement of admitted claims, infusion of funds, issuance/ allotment of securities (if applicable), and reconstitution of the Board of Directors have been completed within the prescribed timelines. Consequently, the Company has formally exited the CIRP in compliance with the Insolvency and Bankruptcy Code, 2016.

This marks a significant milestone in the Companys turnaround journey. With renewed leadership, financial restructuring, and strategic vision in place, the Company is now focused on reviving operations, enhancing stakeholder value, and building a sustainable future.

3. Equity Funds Raised Through Preferential Issue

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as sanctioned by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024 read with order passed by Honble National Company Law Appellate Tribunal (NCLAT), Delhi Bench on 27th August, 2024, your Company had allotted 30,00,000 Equity Shares in favour of the Strategic Investors. Subsequent to this allotment of 30,00,000 Equity Shares, the minimum public shareholding (MPS) in your Company increased by 1.32%.

Further, to comply with the provisions of minimum public shareholding under Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations) and to comply with continues listing requirement as stipulated under Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 (SCRR), as amended, the Minimum Public Shareholding has to be increased to 25% within a maximum period of three years from the date of such fall, in the manner specified by SEBI. Your Company is required to increase its public shareholding so that it can achieve the minimum public shareholding in compliance with the requirement of Rule 19A of the Securities Contract (Regulation) Rules, 1957 (SCRR).

In order to ensure compliance with the Minimum Public Shareholding (MPS) norms, your Company is committed to achieve the required thresholds within the stipulated timelines. The Company is actively evaluating and exploring various permissible options and mechanism as prescribed by SEBI.

4. Change of Name

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as sanctioned by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024, the Name of the Company has been changed from Asya Infosoft Limited to Axis Solutions Limited. This change reflect the new ownership, strategic direction, and renewed vision for the Company under the leadership of the Resolution Applicants Mr. Bijal Dineshchandra Sanghvi in consortium with M/s. Axis Solutions Private Limited.

The Registrar of Companies, Manesar, Haryana, issued a fresh certificate of incorporation on 26th March, 2025 reflecting the new name of the Company.

5. Change in Registered office of the Company

Pursuant to Implementation of Resolution Plan approved by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024, the Board of Directors had approved the Shifting of Registered office to Ahmedabad, Gujarat from 6th September, 2024. Consequently, the registered office of the Company is situated at B 501 to 504, Galaxy Business Park, Nikol Ring Road, Opp. Torrent Power Station, Nikol, Ahmedabad 382350, Gujarat, India.

6. Change in CIN Number

In order to align the object clause of Axis Solutions Private Limited with that of the Company pursuant to the merger, the Corporate Identification Number (CIN) of the Company has been changed to L43212GJ1985PLC029849, effective from 30th January, 2025.

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the year. However, post effectiveness of the Scheme of Merger, the undertaking of Axis Solutions Private Limited (ASPL) including their business on a going concern basis are vested with the Company. Further, to align the Objects Clause of the Memorandum of Association (MOA) of the Company with that of the Object Clause of the MOA of ASPL, the Board in its meeting held on 6th September, 2024 has approved the inclusion of the said objects in the Object Clause of the MOA of the Company.

The Company has further included additional business activities through a shareholder resolution dated 31st December, 2024. These new objects include: manufacturing of hydrogen energy generation equipment and related services; manufacturing, designing, and installation of EV charging stations; services related to Supervisory Control and Data Acquisition (SCADA) systems; development of electronic modules for data transmission; and provision of services related to electrical high voltage isolator products.

The Company has further re aligned the MOA of the Company pursuant to the Table A of Schedule I of the Act pursuant to the Shareholders approval Dated 31st March, 2024.

MATERIAL CHANGES OCCURING AFTER BALANCE SHEET DATE

1. Revocation of Suspension and Listing of Equity Shares post NCLT Acquisition and Merger

Pursuant to the approval of the Honble National Company Law Tribunal (NCLT) and Honble National Company Law Appellate Tribunal (NCLAT) under the Insolvency and Bankruptcy Code, Asya Infosoft Limited was successfully acquired by Mr. Bijal Dineshchandra Sanghvi in consortium with M/s. Axis Solutions Private Limited (Resolution Applicant(s)). Following the completion of the acquisition and necessary compliance with regulatory requirements, the suspension of trading in the equity shares of the Company was revoked by the Stock Exchange(s). consequently, the equity shares of the Company were relisted and are now actively traded on the Bombay Stock Exchange with effect from 30th July, 2025. In line with the relisting and change in shareholding structure, the Internal Securities Identification Number (ISIN) of the equity shares was changed from INE520G01016 to INE520G01024, with effect from 30th July, 2025. The Company has complied with all applicable statutory requirements in this regard.

2. Strategic asset acquisition and Formation of Green Hydrogen Business vertical

The Company has entered into a strategic Assets Purchase Agreement with H2GO Power Limited, a UK based technology company specializing in hydrogen energy solutions. The transaction involved the acquisition of key assets including inventory and critical intellectual property such as patents, trademarks, proprietary software, and other technology related rights. These assets are directly related to hydrogen storage distribution and optimization technologies.

This acquisition makes a significant milestone in the Companys diversification strategy, enabling the establishment of a dedicated Green Hydrogen Vertical. By leveraging the advanced technologies and Intellectual Property acquired from H2GO Power Limited, the Company aims to accelerate the development and deployment of green hydrogen solutions across industrial, transportation, and energy sectors. The integration of these assets is expected to not only enhance the Companys technological capabilities but also place it in a unique position to establish early mover advantage and potential market dominance in the emerging green hydrogen ecosystem.

This strategic move is in line with the Companys commitment to sustainability and energy transition, and is expected to contribute significantly to its long term growth, innovation capacity, and value creation for stakeholders. The Board believes that the newly established green hydrogen vertical will pave the way for technological leadership and create significant barriers to entry, thereby potentially positioning the Company as a monopoly player in select segments of the green hydrogen market.

The transaction was completed after through due diligence and received the necessary approvals from the Board.

3. Shifting of Registered office

The Company has changed its registered office from B 501 to 504, Galaxy Business Park, Nikol Ring Road, Nikol, Ahmedabad 382350 to Plot No. 324, Road No. 5, Kathwada GIDC, Kathwada, Ahmedabad 382430, pursuant to the resolution passed at the Board Meeting held on 7th August, 2025. This change has been made to enhance administrative efficiency and operational convenience, in alignment with the Companys strategic objectives.

4. Acquisition of Stake of Axis Solutions FZE, UAE

The Company, through its Board Meeting held on 7th August 2025, has approved the acquisition of the entire stake in Axis Solutions FZE, UAE from the existing investors, thereby making it a wholly owned subsidiary. This strategic investment aligns with our long term vision of expanding our global footprint and strengthening our presence in key international markets.

DIVIDEND

The Board of Directors of your Company, in its meeting held on 30th May, 2025 has recommended a final dividend of Rs. 0.50 (Fifty Paise) (5%) per equity share of the face value of Rs. 10/ each fully paid up for the financial year ended on 31st March, 2025, subject to the approval of the Members at the ensuing 40th Annual General Meeting. The Final Dividend is payable to those shareholders whose names appear in the Register of Members as on the Record Date fixed by the Company. The Dividend payable by the Company will be as per the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), Your Company has formulated Dividend Distribution Policy and the same is also available on the website of the Company at www. axisindia.in.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

CAPITAL STRUCTURE

I. Authorized Capital

Post effectiveness of scheme and as on 31st March, 2025, The Authorized share capital of the Company stood at 50,00,00,000/ (Rupees Fifty Crore only) consisting of 5,00,00,000 equity shares of Rs. 10/ (Rupees Ten only).

The Board of Directors at their meeting held on 6th September, 2024 has approved

Took on record, increase in Authorized Capital from Rs. 17,00,00,000/ (Rupees Seventeen Crores only) divided into 1,70,00,000 equity shares of Rs. 10/ (Rupees Ten only) to Rs. 27,00,00,000/ (Rupees Twenty Seven Crores Only) divided into 2,70,00,000 equity shares of Rs. 10/ (Rupees Ten only) on account of clubbing the Authorized Share Capital of Axis Solutions Private Limited (Transferor Company) into the Company on account of merger of M/s. Axis Solutions Private Limited (hereinafter referred to as the Transferor Company/ Axis Solutions) into M/s. Asya Infosoft Limited Presently Axis Solutions Limited (hereinafter referred to as Transferee Company).

Increased in Authorized Share Capital of the Company from Rs. 27,00,00,000/ (Rupees Twenty Seven Crores Only) divided into 2,70,00,000 equity shares of Rs. 10/ (Rupees Ten only) each to 50,00,00,000/ (Rupees Fifty Crore only) divided into 5,00,00,000 equity shares of Rs. 10/ (Rupees Ten only).

II. Paid Up Capital

1. Scheme of Arrangement for the Reduction of Share Capital

The Honble National Company Law Tribunal, Ahmedabad Bench (NCLT) vide its order Dated 11th July 2024 and The Honble National Company Law Appellate Tribunal (NCLAT), Delhi Bench (NCLAT) vide its odder Dated 27th August, 2024 approved the Scheme of Arrangement amongst the Company and its shareholders and creditors under Section 230 to 232 and other applicable provisions of the Act (Specified Scheme), for reduction of share capital of the Company and issuance of shares to successful resolution applicant by way of

cancellation and extinguishment of the entire shareholding of the erstwhile promoters and promoter group without any payout; cancellation and extinguishment of the shareholding of the public shareholders, other than existing promoter and issuance and allotment of One Equity Share of Rs.10/ each for every 20 Equity Shares held by the public shareholders other than existing promoters as a consideration for such reduction of Capital;

Issuance of 37,50,000 equity shares to Mr. Mr. Bijal Dineshchandra Sanghvi and Mrs. Purvi Sanghvi in place of Axis Solutions Pvt Ltd as a Successful Resolution Applicant against infusion of fund;

Issuance of 1,00,000 equity shares to Shivom Investment & Consultancy Limited as a Financial Creditor

A certified true copy of the Order passed by the Honble NCLT was filed by the Company with Registrar of Companies on 25th July, 2024 and certified true copy of the Order passed by the Honble NCLAT was filed by the Company with Registrar of Companies on 24th September, 2024 pursuant to which the Specified Scheme came into effect.

Pursuant to the implementation of scheme, the Board of Directors at their meeting held on 19th September, 2024 approved allotment of 5,88,080 equity shares of Rs. 10 each to the Public Shareholder other than Promoters pursuant to reduction of share capital allotment of 37,50,000 equity shares of Rs. 10 each to the Resolution applicant viz Mr. Bijal Dineshchandra Sanghvi and Mrs. Purvi Sanghvi in place of Axis Solutions Pvt Ltd

allotment of 100,000 equity shares of Rs. 10 each to the Shivom Investment & Consultancy Limited as a Financial Creditor.

Consequent to the said allotment the Paid up equity share capital stood at Rs. 4,43,80,800 consisting of equity shares of 44,38,080 Rs. 10 each.

2. Composite Scheme of Arrangement Between the Company and Axis Solutions Private Limited

The Board at its meeting held on 6th September, 2024 take note of the Scheme of Arrangement for the merger of M/s. Axis Solutions Private Limited into the Company (Asya Infosoft Limited Presently Axis Solutions Limited) under Sections 230 232 and other applicable provisions of the Act and the rules framed thereunder, inter alia, for:

Merger of Axis Solutions Private Limited (Transferor Company) into Asya Infosoft Limited Presently Axis Solutions Limited (Transferee Company)

The effectiveness of the Scheme resulted in dissolution without winding up of Axis Solutions Private Limited and merged into the Company. This entailed the transfer of all ASPLs assets and liabilities to the Company, effective from 1st April, 2023, the Appointed Date under the Scheme and merged entity has renamed as Axis Solutions Limited.

The implemented scheme has been in the best interest of the Amalgamated Company and its respective shareholders, employees, creditors, and other stakeholders, for the following reasons.

To enable Axis Solutions Private Limited (Transformer Company) to achieve listing of its equity shares on the stock exchange in a cost effective and time efficient manner.

To enhance operational capabilities, diversify the business portfolio, and unlock new growth opportunities for the Amalgamated Company in high potential sectors.

Pursuant to the Scheme of Merger, The Company, at its Board Meeting held on 19th September, 2024 allotted 4 shares of Rs.10 each of the company (Asya Infosoft Limited Presently Axis Solutions Limited) against the 1 equity shares of Rs. 10 each held by the shareholders in the Axis Solutions Private Limited. Accordingly an allotment of 3,98,22,200 Equity Shares of Rs. 10/ each fully paid up made to the shareholders of M/s Axis Solution Private Limited as a Consideration for the merger.

Consequent to the said allotment the Paid up equity share capital stood at Rs. 44,26,02,800 consisting of equity shares of 4,42,60,280 Rs. 10 each.

3. Issuance of Shares to Strategic Investors

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as sanctioned by the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024 read with order passed by Honble National Company Law Appellate Tribunal (NCLAT), Delhi Bench on 27th August, 2024, your Company had allotted 30,00,000 Equity Shares in favour of the Strategic Investors which form part of public shareholders.

Consequent to the said allotment the Paid up equity share capital stood at Rs. 47,26,02,800 consisting of equity shares of 4,72,60,280 of Rs. 10 each

EVENT BASED DISCLOSURE

During the year under review, the Company has not taken up any of the following activities:

1. Issue of Sweat equity shares: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non Exercising of voting rights: During the year under review, there were no instances of non exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the approval of the Resolution Plan by the Honble National Company Law Tribunal (NCLT) Ahmedabad Bench vide its order dated 11th July, 2024 read with the order of Honble National Company Law Appellate Tribunal (NCLAT) Delhi Bench vide its order dated 27th August, 2024, the composition of the Board of Directors and Key Managerial Personnel (KMP) underwent significant changes in accordance with the terms of the Resolution Plan.

1. Changes in Board of Directors

Mr. Bijal Sanghvi (DIN: 01988242) was appointed as Promoter Director in the capacity of Executive Director and designated as Director w.e.f 10th August, 2024, he was appointed as Managing Director for a period of 5 year w.e.f 6th September,2024.

Mrs. Purvi Sanghvi (DIN: 01932029) was appointed as Promoter Director in the capacity of Executive Director and designated as Director w.e.f 10th August, 2024, she was appointed as CEO of the Company w.e.f 6th September, 2024. Mr. Purvi Bijal Sanghvi was appointed for a term of 5 year w.e.f 10th August, 2024.

Mr. Anand Shah (DIN: 09567072) was appointed as Director in the capacity of Executive Director and designated as Director w.e.f 10th August, 2024, he was appointed for a term of 5 year w.e.f 10th August, 2024.

Mr. Kornagattil Kutta Guptan (DIN:10813992) was appointed as an Additional Director in the capacity of Non Executive Independent Director for a term of 1 year, effective from 14th November, 2024.

Mr. Deepak Prajapati (DIN: 10841232), Mrs. Nirali Parth Shah (DIN: 10811015) was appointed as an Additional Director in the capacity of Non Executive Independent Director for a term of 1 year, effective from 30th November, 2024.

Mrs. Sherry Shah (DIN: 10811014) was appointed as an Additional Director in the capacity of Non Executive Non Independent Director with effect from 30th November, 2024.

Mr. Ketan Shah (DIN:00913411) was resigned as Managing Director and CEO from company w.e.f 10th August, 2024.

Mr.Hemal Shah (DIN: 08031163) was resigned as Additional Director from company w.e.f 10th August, 2024.

Mr. Dhavalbhai Patel and Mr. Ravi Mali was resigned as Director from company w.e.f 10th August, 2024.

The appointment of Mr. Bijal Sanghvi, Mrs. Purvi Sanghvi, Mr. Anand Shah, Mr. Kornagattil Kutta Guptan, Mr. Deepak Prajapati, Mrs. Nirali Shah and Mrs.Sherry Shah were approved by the shareholders at the Annual General Meeting held on 31st December, 2024 as per the terms of their appointment were recommended by the Board of Directors of the Company.

2. Re appointment of Director

In accordance with the provisions of Section 152 of the Companies act and the Articles of Association of the Company, Mrs. Sherry Shah (DIN: 10811014), Non Executive, Non Independent Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment.

Mr. Kornagattil Kutta Guptan (DIN:10813992) will complete his first term of 1 (one) year as Independent Director of the Company on 13th November, 2025. On the recommendation of the NRC and the Board of Directors, the proposal for re appointment of Mr. Kornagattil Kutta Guptan as Independent Director for a second term of five (5) years commencing from 14th November, 2025 upto 13th November, 2030 (both days inclusive) is being included in the Notice of ensuing 40th AGM for approval of the Shareholders.

Mr. Deepak Prajapati (DIN: 10841232) and Mrs. Nirali Shah (DIN: 10811015) will complete their first term of 1 (one) year as Independent Director of the Company on 29th November, 2025. On the recommendation of the NRC and the Board of Directors, the proposal for re appointment of Mr. Deepak Prajapati and Mrs. Nirali Shah as Independent Director for a second term of five (5) years commencing from 30th November,2025 upto 13th November, 2030 (both days inclusive) is being included in the Notice of ensuing 40th AGM for approval of the Shareholders.

3. Key Managerial Personnel (KMP)

Mrs. Purvi Sanghvi (DIN: 01932029) was appointed as CEO of the Company w.e.f 6th September, 2024. Mr. Ninad Vora was appointed as the Chief Financial Officer (CFO), w.e.f 6th September, 2024.

Mr. Dipesh A. Panchal was appointed as Company Secretary and Compliance officer w.e.f 7th November, 2024.

4. Independent Directors

In terms of Section 149 of the Act, Mr. Kornagattil Kutta Guptan, Mr. Deepak Prajapati, Mrs. Nirali Shah are the Independent Directors of the Company. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are Independent of the Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the field of engineering, technology, digitalization, strategy, finance, governance, human resource, safety etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

During the year under review, the Non Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board Committees of the Company.

PERFORMANCE EVALUATION

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee (NRC).

The performance evaluation of the Chairman, the Non Independent Directors, the Committees and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc.

The results of the evaluation showed a high level of commitment and engagement of Board, its various committees and senior leadership.

COMMITTEE OF THE BOARD

Pursuant to the implementation of the resolution plan approved by the Honble National Company Law Tribunal (NCLT) read with order passed by the Honble National Company Law Applleate Tribunal (NCLAT) under the Insolvency and Bankruptcy Code, 2016, the Company has constituted Monitoring Committee to oversee the implementation of the Resolution Plan. The committee comprises of the Resolution Professional, Representative of Resolution Applicant, Representative of Committee of Creditor.

In line with the provisions of the resolution plan and newly constituted Board of Directors, the company has constituted following committee of Director on 30th November, 2024.

Audit Committee

Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee Management Committee

NUMBER OF MEETING OF THE BOARD

The Board met 12 (twelve) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report.

CORPORATE GOVERNACNE

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 annexed to this Report as Annexure D.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a Separate Section on Management Discussion and Analysis Report outlining the business of your Company is annexed to this Report as Annexure F.

CONSTITUTION OF POLICIES

Pursuant to the Successful revival of the Company under the Corporate Insolvency Resolution Process (CIRP) in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, the Company has undertaken a comprehensive governance and compliance requirement. The Board, in its meeting held on 30th November 2024, constituted and adopted the following key policies:

Archival of Record Policy Board Diversity Policy

Code of Conduct of Board of Director and Senior Management Policy Corporate Social Responsibility Policy Criteria for making payments to Non Executive Directors Familiarization Program for ID Policy Material Subsidiary Policy Nomination and Remuneration Policy Policy on Determination of Materiality of Event Policy on Succession Planning on Board and Senior Management Preservation of Document Policy Related Party Transaction Policy Terms and Condition of appointment of ID

Vigil Mechanism Whistle Blower Policy Dividend Distribution Policy Sexual Harassment Policy

Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) Policy for Procedure of Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information (UPSI)

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

1. Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirement for the Board based on the industry and strategy of the Company. The Board composite analysis reflects in depth understanding of the Company, including its strategies, environment, operations, financial condition and Compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re appointment is required. The NRC reviews and vets the profiles of potential candidates vis a vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendation of their nomination to the Board.

2. Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualification The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Director are also expected to abide by the respective Code of Conduct as applicable to them.

Independence A Director will be considered independent if he/ she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

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

The Nomination and Remuneration Policy is available on the Companys website www.axisindia.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Policy (CSR Policy), of the Company indicating the activities to be undertaken by the Company, is available on the Company website www.axisindia.in.

The Details of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report.

The Company has identified the following focus area towards the CSR activities, which inter alia include

Education

Health, Hygiene & Sanitation

Gender equality

Animal Welfare

The Company, as per the approved policy, may undertake other need based initiatives in compliance with Schedule VII to the Act. During the year under review, the Company was not required to spend any amount on CSR, as it did not meet the thresholds specified under the Companies Act, 2013. Accordingly, it has not spent any amount on CSR activities. The Annual Report on CSR activities is annexed as Annexure E to this Report.

RISK MANAGEMENT POLICY

The Company does not fall under the criteria prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the formulation of a Risk Management Policy or constitution of a Risk Management Committee. However, the Company recognizes the importance of risk management in ensuring sustainable business operations. Accordingly, the Audit Committee oversees the risk management function and periodically reviews key risks and mitigation measures to ensure that risks are identified, assessed, and managed effectively.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism/ Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholder to report any concern of unethical behavior, suspected fraud or violation. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of Companys code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The protected disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been appropriately communicated within your Company and has been disclosed on Companys website www.axisindia.in.

UNCLAIMED SHARES

During the year under review, the Company allotted equity shares in dematerialized form to the eligible shareholders in accordance with the approved Scheme of Arrangement involving reduction of share capital. In respect of shareholders who held shares in physical form as on the record date, the corresponding shares have been transferred to the Asya Infosoft Limited Unclaimed Suspense Account, in compliance with applicable regulatory requirements. The Company continues to take necessary steps to facilitate the claim and transfer of such shares to the rightful owner upon submission of valid documents.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant orders passed by the Regulators or courts or tribunals impacting the going concern status and Companys operations in future except the Honble NCLT order and NCLAT order as mentioned in this report above.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE AND ONE TIME SETTLEMENT

a) There are no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company. b) During the year under review, the Company has not made any one time settlement.

Other than the matters disclosed in this Report, there are no other events or transactions during the year that require disclosures to be made in terms of the provisions of Act.

AUDITORS

1. Statutory Auditor

Pursuant to the Provisions of section 139 of the Act, M/s. Chandabhoy & Jassoobhoy, Chartered Accountants were appointed as the Statutory Auditor from conclusion of 36th Annual General Meeting held on 31st December, 2021 up to the conclusion of 41st Annual General Meeting to be held in financial year 2026.

The report of the Statutory Auditors along with notes to Schedules is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

2. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on recommendation of the Audit Committee has been appointed M/s Maulik Shah & Co. (Mem. No. 41622, COP : 001118), Cost Accountants, as Cost Auditor of the Company for FY 2025 26.

M/s Maulik Shah & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Maulik Shah & Co. , forms part of the Notice of the 40th AGM forming part of this Annual Report.

3. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s Utkarsh Shah & Co., Practicing Company Secretaries (Firm Registration No.S2022GJ889900) were appointed as Secretarial Auditors of the Company to carry out the Secretarial Audit for FY 2024 25. The report of the Secretarial Auditors for FY 2024 25 is enclosed Annexure G forming part of this report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of Directors has , on the recommendation of the Audit Committee, approved the appointment of M/s Utkarsh Shah & Co. as the Secretarial Auditors of the Company, to hold office for a term of One (1) financial year 2025 26, subject to the approval of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members approval for appointment of Secretarial Auditors of the Company form part of the Notice of the 40th AGM forming part of this Annual Report.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

INTERNAL FINANCIAL CONTROL

The Company has put in place policies and procedures including the design, implementation and monitoring of internal controls over its operations to ensure orderly and efficient conduct of its businesses, including adherence to Companys policies and procedures, safeguarding of assets, prevention and detection of fraud, accuracy and completeness of accounting records.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the Companys business. Furthermore, the Statutory Auditors independently tested the adequacy of internal financial controls over financial reporting as mandated under the provisions of the Act. During the FY 2024 25, there were no instances of fraud reported by the auditors to the Audit Committee or the Board of Directors.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company for Financial Year 2025 have been prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Pursuant to the acquisition of the Company through the National Company Law Tribunal (NCLT) process, Ideal Systems Limited, which was previously a subsidiary, has not been taken over. The business operations of the said entity remain suspended, and based on the information available, the entire carrying value of the investment was written off during the financial year 2022 2023.

As a result, Ideal Systems Limited is no longer considered a subsidiary of the Company and has neither been included in the consolidated financial statements nor considered for the purposes of this Report.

During FY 2024 25, the Company incorporated following wholly owned subsidiaries companies

Incorporated Axis Analytics India Private Limited on 20th February,2025 with an object of designing and manufacturing of engineering goods, as well as equipment related to hydrogen energy generation.

During the financial year, Axiot Informatics Private Limited became a subsidiary of the Company following the transfer of shares from Bijal Sanghvi, a shareholder, to the Companys name.

As on Date of Report the Company has incorporated the following wholly owned subsidiaries companies

Incorporated Axtevate Go Private Limited on 19th April,2025 with an object of manufacturing electric charger used in electric vehicles, research and development related to EV charging technology and electronic products, import export, re licence of charging station and allied services.

Approved the acquisition of entire stake from the shareholders of Axis Solutions FZE,UAE, and thereby making it a wholly owned subsidiary.

There were no associate or joint ventures of the Company during the FY 2024 25.

Form AOC 1, containing the salient features of the financial statement of the Companys subsidiaries, is enclosed with this Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year 2025 with related parties were valued on an arms length basis and in the ordinary course of business and approved by the Audit Committee consisting of independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus approval.

As per the SEBI Listing Regulations, if any Related Party Transactions (RPT) exceed Rs. 1000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the

Company has taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable to the Company for Financial year 2025 and hence, the same is not required to be provided.

The details of RPTs during Financial year 2025, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statement.

During the financial year 2025, the Non Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on RPTs and is available on Companys websitewww.axisindia.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Your Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent applicable to your Company. The particular of loans given, investment made, guarantees given and securities provided are given in the Financial Statement of the Company accompanying to this report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for financial year 2025 is uploaded on the website of the Company at www.axisindia.in.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.

DEPOSITS

During the year under review, the Company has not accepted any deposit from the public. There are no unclaimed deposits/unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on 31st March, 2025.

DIRECTORSS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2025, the applicable accounting standards have been followed and there are no material departure from the same;

b. They have 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 your Company at the end of the financial year i.e 31st March, 2025 and of the profit of your Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and;

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION OF DIRECTORS AND EMPLOYEE OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of the Company is set out in Annexure C

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

The provisions relating to the submission of the Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company for the financial year 2025, as the Company does not fall under the criteria prescribed under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed entity shall submit to the stock exchange a Statement of Deviation(s) or Variation(s) on a quarterly basis for public issue, rights issue, preferential issue etc.

Statement of deviation(s) or variation(s), quarter wise was placed in the respective audit committee meetings for their review. Further, a statement of Deviation relating to the preferential issue made to Strategic Investors as part of implementation of Resolution plan for the Quarter ended on 31st December, 2024 was placed before the Audit Committee in its meeting held on 14th February, 2025, wherein the Audit Committee noted that there was no deviation as regards to utilization of funds from the Objects stated in the Private Placement offer Letter for Companys Preferential Issue.

INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, there were no unclaimed or unpaid dividends, matured deposits, debentures, or any other amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. Further, there are no shares or amounts lying with the Company that are liable to be transferred to the IEPF.

CREDIT RATING

The Company didnt obtain any credit rating during the financial year ended 31st March, 2025 for any debt instrument. However, post effectiveness of Scheme of Merger, credit rating granted to ASPL (Axis Solutions Private Limited) which is BBB is deemed to continue. The Company has however applied for the credit rating in the name of the Company to CRISIL.

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

Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were no sexual harassment complaint pending or received during the year ended March 31, 2025.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report (MDAR) as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.

Date: 22.08.2025 For and on behalf of the Board Place: Ahmedabad Axis Solutions Limited

(Formerly known as Asya Infosoft Limited)

Bijal Sanghvi Purvi Sanghvi

Managing Director Director DIN: 01988242 DIN: 01932029

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