Directors Report of Axita Cotton Ltd.

Mar 31, 2025

The Board of Directors have pleasure in presenting the Twelfth (12^th) Annual Report of the Company together with the
Audited Financial Statements for the year ended on March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing
Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

(Rs. in Lakh excent EPS)

PARTICULARS	Standalone		Consolidated
	31-03-2025	31-03-2024	31-03-2025 31-03-2024
Revenue form Operation	65,271.58	1,10,258.32	65,271.58 -
Other Income	140.00	240.23	134.72 -
Total Income (Total Revenue)	65,411.58	1,10,498.55	65,406.30 -
Total Expenditure (Excluding Depreciation and Finance Cost)	65,123.95	1,07,562.48	65,153.33 ^-
Profit before Financial costs, Depreciation and amortization expenses and Taxation	287.63	2,936.07	252.97 ^-
Less: Finance Costs	93.89	80.30	93.97 -
Operating profit before Depreciation and amortization expenses and Taxation	193.74	2,855.77	159.00 ^-
Less: Depreciation and amortisation	108.59	125.57	118.79 -
Profit/(loss) before Exceptional Items and Tax	85.15	2,730.20	40.21
Less: Exceptional items	(70.26)	-	(70.26)
Profit before Tax	155.41	2,730.20	110.47 -
Less: Income Tax Expenses
(1) Current Income Tax	41.53	698.48	41.53 -
(2) Deferred Tax	4.54	(1.84)	(9.66) -
Profit after Tax	109.34	2,033.56	78.60 -
Other Comprehensive Income
Other Comprehensive Income for the Year	(20.19)	24.43	(20.19) -
Total Comprehensive Income for the Year	89.15	2,057.99	58.41 -
EPS (Basic)	0.03	0.78	0.02 -
......EPS''(DiliUted)........................................................................................................................................â	0.03	0.78	0.02 -

Note: Previous year s figures have been regrouped / reclassified wherever necessary to correspond with the current year s
classification / disclosure and may not be comparable with the figures reported earlier.

2. OPERATIONAL PERFORMANCE:

During the financial year 2024-2025, the Company reported standalone revenue from operations of Rs.
65,271.58 Lakhs, as compared to Rs. 1,10,258.32 Lakhs in the previous year. On a consolidated basis, the
revenue from operations for FY 2024-2025 also stood at Rs. 65,271.58 Lakhs. It is important to note that no
consolidated financials were prepared for FY 2023-2024, as the Company had no subsidiaries during that
period.

The decline in revenue during the year was primarily a result of unfavorable circumstances that began in the
previous financial year, which had a cascading effect on operations in FY 2024-2025. In particular, geopolitical
conflicts in key international markets significantly disrupted the Company''s export operations and impacted
overall financial performance.

The Company reported Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) of Rs.
287.63 Lakhs in FY 2024-2025, compared to Rs. 2,936.07 Lakhs in the previous year. Profit After Tax
(including Other Comprehensive Income) stood at Rs. 89.15 Lakhs, down from Rs. 2,057.99 Lakhs in FY
2023-2024.

Export sales amounted to Rs. 893.63 Lakhs in FY 2024-2025, compared to Rs. 6,853.27 Lakhs in the previous
year. The steep decline was primarily driven by geopolitical instability and restricted trade access in major
overseas markets, which adversely affected the Companyâs export revenues, particularly in key commodities.

Despite these external challenges, the Company has taken proactive and strategic steps to stabilize and strengthen
its position:

â¢ Diversifying its export markets to reduce overdependence on regions impacted by geopolitical issues.

â¢ Focusing on emerging opportunities in the spices and grains segments, which represented the majority of
export activity during the year.

â¢ Exploring new trade partnerships and expanding its global footprint in more stable and high-potential
regions.

The management remains optimistic about the future and is committed to navigating the current challenges
through a combination of operational resilience, market diversification, and innovation in its core product
lines. These efforts are expected to support a stronger recovery and long-term value creation for stakeholders.

A comprehensive analysis of the Companyâs financial performance, including segment-wise and project-wise
revenue details, is provided in the Management Discussion and Analysis section of this Annual Report.

3. TRANSFER TO RESERVES:

No amount has been transferred to the general reserves for the financial year ended March 31, 2025.

4. DIVIDEND:

In view of the financial performance during the year and the challenging external environment, particularly the
geopolitical conflicts that adversely impacted the Companyâs export operations and overall profitability, your
Directors have deemed it prudent not to recommend any dividend for the financial year 2024-2025.

This decision has been taken with a focus on conserving cash and maintaining adequate liquidity to support the
Companyâs ongoing operations and future growth initiatives in a volatile business environment.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (âSEBI Listing Regulationsâ) the Board of Directors of the Company (the
âBoardâ) formulated and adopted the Dividend Distribution Policy (the âPolicyâ).

The Policy is available on our website at www.axitacotton.com.

5. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority
(Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the dividend amount that remains
unclaimed for a period of Seven (7) years or more is required to be transferred to the IEPF administered by the
Central Government, along with the corresponding shares to the demat account of IEPF Authority.

As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid dividend account and due
dates of transfer to the IEPF is given below:

Year	Type of Dividend	Dividend per Share (Rs.)	Date of Declaration / Approved	Due Date for Transfer	Amount (Rs.)
2023-2024	Final	.......................0.10........................	September 30, 2024	October 29, 2031	72,364.00
2023-2024''''''	Interim	.......................0.10........................	November 03, 2023	December 03, 2030	I 119895.20''''
2022-2023..............	Final	.......................0.50........................	September 27, 2022	October 26, 2029	...............................3,206.0,)"

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the
consecutive period of seven (7) years or more which are required to be transferred to the demat account of the
IEPF Authority, are not applicable to the Company and details are included in the Corporate Governance Report
that forms part of this Report.

The shareholders may note that both the unclaimed dividend and corresponding shares transferred to
the IEPF Authority including all benefits accruing on such shares, if any, can be claimed back by them
from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed
in the IEPF Rules. Shareholders may refer Rule 7 of the said IEPF Rules for refund of shares / dividend
etc.

6. SHARE CAPITAL:

Authorized Capital:

In the beginning and end of the review period, the Authorised Share Capital of the Company was Rs.
50,00,00,000 (Rupees Fifty Crores Only) divided into 500000000 (Fifty Crores) Equity Shares of Rs. 1/- each.

Issued, Subscribed & Paid-up Capital:

As on March 31, 2025, the Issued, Subscribed and fully Paid-up Capital of the Company stood at
Rs.34,77,72,501/- (Rupees Thirty Four Crore Seventy Seven Lakh and Seventy Two Thousand Five Hundred
One Only) divided into 347772501 (Thirty Four Crore Seventy Seven Lakh and Seventy Two Thousand Five
Hundred One) Equity Shares of Rs. 1/- (Rupees One Only) each.

CHANGES IN CAPITAL STRUCTURE:

As on April 01, 2024 the issued, subscribed and fully paid up capital of the Company stood at Rs. 26,08,78,008/-
(Rupees Twenty Six Crore Eight Lakh and Seventy Eight Thousand Eight Only) divided into 260878008

(Twenty Six Crore Eight Lakh and Seventy Eight Thousand Eight) Equity Shares of Rs. 1/- (Rupees One Only)
each.

During the year under review, there was a change in the capital structure of the Company pursuant to the issue
and allotment of Bonus Shares. The details are as follows:

Bonus Issue of Shares of the Company

Following the successful completion of the Bonus Issue in the previous year 23-24, the Board of Directors, at
its meeting held on Friday, August 9, 2024, approved the issuance of fully paid-up Bonus Equity Shares in
the ratio of 1:3, i.e., one (1) equity share of Rs.1/- each for every three (3) fully paid-up equity shares of
Rs.1/- each held by the members.

This bonus issue was subsequently approved by the shareholders through a postal ballot resolution on
September 12, 2024.

In accordance with this approval, 86,959,336 bonus shares were determined to be issuable to eligible
shareholders whose names appeared in the Register of Members as on the record date, September 20, 2024.
However, in line with the approved terms of the bonus issue, no fractional shares were allotted, and any
entitlements resulting in a fraction of a share were disregarded without compensation in the form of cash,
coupons, or certificates. Consequently, the final number of bonus equity shares actually allotted was
86,894,493 (Eight Crore Sixty-Eight Lakh Ninety-Four Thousand Four Hundred Ninety-Three), rounded
down to the nearest whole number.

As a result of this bonus allotment, the Issued, Subscribed, and Paid-up Equity Share Capital of the
Company increased to Rs. 34,77,72,501/- (Rupees Thirty-Four Crore Seventy-Seven Lakh Seventy-Two
Thousand Five Hundred One Only), comprising 34,77,72,501 (Thirty-Four Crore Seventy-Seven Lakh
Seventy-Two Thousand Five Hundred One) equity shares of Rs.1/- each.

Except as stated above, there were no other changes in the share capital of the Company during the year.

During the year under review, the following no. issue have been made through following procedure in
the Company:

> DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year 2024-2025, the Company has not issued any Equity Shares with differential
rights during the year.

> DISCLOSURE REGARDING SHARES HELD IN TRUST FOR THE BENEFIT OF
EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE
EMPLOYEES

During the Financial Year 2024-2025, the Company does not hold any shares in any trust for the benefit
of employees.

> DISCLOSURE REGARDING ISSUE / REDEMPTIONS OF DEBENTURES, BONDS OR ANY
NON-CONVERTIBLE SECURITIES

During the Financial Year 2024-2025, the Company has neither issued nor redeem any Non-Convertible
Debentures through private placement.

> DISCLOSURE REGARDING ISSUE OF WARRANT

During the Financial Year 2024-2025, the Company has not issued any warrants for any issue by way of
preferential allotment, private placement, public issue.

> DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES ISSUED

During the Financial Year 2024-2025, the Company has not issued any Sweat Equity Shares during the
year.

> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION PLAN (âESOPâ)

During the Financial Year 2024-2025, the Company has not issued any Options under the Axita Employee
Stock Option Plan 2023 (âESOP Plan 2023â).

Your Company has an Axita Employee Stock Option Plan 2023 in accordance with the SEBI (Share Based
Employee Benefits) Regulations, 2021, as amended. The principal objectives of this Plan are to:

a) Attract and retain talented employees within the Company;

b) Motivation to attain performance targets provided to the employees of the Company;

c) To offer an opportunity of sharing the wealth created with the employees of the Company who have
contributed to the creation of wealth of Shareholders of the Company;

d) Aligning the objective of the individual employee of the Company with the Companyâs
Shareholders'' interest and Companyâs philosophy;

e) Incentivizing Employees to align their individual performance with the Companyâs objectives;

f) Encourage Employees to align their individual performance with the Companyâs objectives.

However, during the year under review and based on the resolutions passed by the Members of the
Company vide Postal Ballot dated March 26, 2024 the Company have amended the Axita Employee Stock
Option Plan 2023 (âESOP Plan 2023â).by change in term of Identification of classes of Employees
entitled to participate in the Plan and lock in of shares.

Further, the Company has applied for In Principle approval with National Stock Exchange of India
Limited and BSE Limited. The Company has received in-principle approval from National Stock
Exchange of India Limited and BSE Limited on May 31, 2024 and June 03, 2024 respectively.

The certificate of the Merchant Banker regarding implementation of scheme shall be made available for
inspection of members in electronic mode at Annual General Meeting.

Requisite disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICY
CELL/2/2015 dated June 16, 2015 with regard to ESOP Plan 2023 is available on the website of the
Company at www.axitacotton.com.

M/s. SCS and Co LLP, Company Secretaries, Secretarial Auditors of the Company have issued a
certificate with respect to the implementation of Axita Employee Stock Option Plan 2023 which would
be placed before the members at the ensuing Annual General Meeting of the Company and a copy of the
same shall be available for inspection at the registered office.

Disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share
Based Employee Benefits and Sweat Equity) Rules, 2014 and the Securities and Exchange Board of India
(Share based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in âAnnexure-Aâ to
this report.

After end of the year under review and before the date of this report, with the approval of the Board, Nomination
and Remuneration Committee at its meeting held on May 06, 2025, has granted 172000 Stock Options to
eligible employees of the Company in terms of âAxita Cotton Employee Stock Option Plan 2023â and
disclosure pursuant to the applicable regulations, file on May 06, 2025 with the Stock Exchanges.

7. CHANGE IN NATURE OF BUSINESS:

During the Financial Year 2024-2025, your Company has managed the affairs in a fair and transparent manner
and there was no change in the business of the Company.

The Company is in Manufacturing sector, it is engaged in Cotton Bales Manufacturing. The Company is also
involved in Trading and Export of Raw Cotton Bales, Yarn, Cotton Seeds and Agri Commodities.

8. CHANGE IN THE REGISTERED OFFICE:

During the year, there was no change in address of registered office of the Company. The Registered office of
the Company is situated at Survey No. 324, 357, 358, Borisana, Kadi - Thol Road, Kadi, Mahesana - 382715,
Gujarat, Bharat.

The Corporate office of the Company is situated at Rannade House, First Floor, Opp. Sankalp Grace 3, Near
Ishan Bunglow, S, Shilaj, Ahmedabad - 380059, Gujarat, India.

9. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

As on March 31, 2024, the Company did not have any subsidiaries, associates, or joint venture entities.
However, during the financial year under review, the Board of Directors, at its meeting held on June 17, 2024,
approved the acquisition of 55% equity stake in KPR Sports and Media Private Limited from its existing
shareholders. Consequently, KPR Sports and Media Private Limited became a subsidiary of Axita Cotton
Limited.

In compliance with Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014, a statement containing the salient features of the financial statements of the subsidiary in Form AOC-1
forms part of the Financial Statements and annexed as âAnnexure-Bâ to this report. The separate audited
financial statements of the subsidiary are available for inspection at the Registered Office of the Company
during business hours.

The Company has also adopted a policy for determining material subsidiaries, which is available on the
Company''s website at: https://axitacotton.com/investor-relation/h-policy-for-determining-material-

subsidiaries/

Subsequent to the end of the financial year and prior to the date of this Report, the Management has decided to
divest its entire stake in KPR Sports and Media Private Limited with effect from June 30, 2025. This decision
has been duly communicated to stakeholders through the Stock Exchanges.

10. PUBLIC DEPOSITS:

During the period under report, the Company has not accepted any deposits within the meaning of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time
to time).

11. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance with relevant provisions of
the Companies Act, 2013 including Indian Accounting Standards specified under Section 133 of the Companies
Act, 2013 and form part of this Annual Report.

12. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company is well supported by the knowledge and experience of its Directors and Executives.

The composition of the Board of Directors as on the date of this report set out below:

Name of Director	Category	Date of	Total	No. of Committee ¹		No. of
and KMP	Cum Designation	Appointment at current Term & designation	Directorship	in which Director is Members	in which Director is Chairman	Shares held as on June 30, 2025
Mr. Nitinbhai Govindbhai Patel	Chairman cum Managing Director	October 1, 2023	8	4	-	9,21,70,376
Mr. Kushal Nitinbhai Patel ²	Managing Director	April 23, 2024	6	-	-	3,62,45,829
Mr. Nilesh Hasmukhbhai Kothari ³	Executive Director	April 23, 2024	3	-	-	Nil
Mr. Vinod Kanubhai Rana	Independent Director	February 22, 2022	4	5	1	Nil
Mr. Utsav Himanshu Trivedi	Independent Director	June 30, 2023	2	2	1	Nil
Ms. Shivani Rajeshbhai Pathak ⁴	Independent Director	June 17, 2024	3	5	1	Nil

Mr. Kunjal Jayantkumar Soni ⁵	Independent Director	February 22, 2022	...........................4.............................	........................6........................	..........................3.........................	.......................Nil........................
Ms. Shobha Bharti ⁶	Independent Director	February 10, 2025 ''	1	-	-	Nil

Harsh Kalpeshbhai Shah	Chief Financial Officer	September 3, 2021	-	-	-	-
Shyamsunder Kiranbhai Panchal	Company Secretary and Compliance Officer	April 1, 2024

1. Committee includes Audit Committee and Shareholdersâ Grievances Committee across all Public
Companies including Axita Cotton Limited but excluding LLPs, Section 8 Company & struck of Companies.
Total Directorship includes Axita Cotton Limited also.

2. The designation of Mr. Kushal Nitinbhai Patel was changed from Director to Managing Director of the
Company with effect from i.e. from April 23, 2024 and Members of the Company had approved the same
vide special resolution dated July 19, 2024

3. Mr. Nilesh Hasmukhbhai Kothari was appointed by Board of Directors as an Additional Director
(Executive) of the Company with effect from i.e. from April 23, 2024. Mr. Nilesh Hasmukhbhai Kothari
was regularised as a Director of the Company for a period of 5 (Five) years w.e.f. April 23, 2024, through
special resolution passed by the Members through the Postal Ballot dated July 19, 2024.

4. Ms. Shivani Rajeshbhai Pathak was appointed as an Additional Director (Independent Non Executive) of
the Company with effect from i.e. from June 17, 2024 and was regularised as an Independent Non Executive
Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution
passed by the Members through the Postal Ballot dated July 19, 2024.

5. Mr. Kunjal Jayantkumar Soni has resigned from the post of Independent Director w.e.f. February 10, 2025,
due to personal reasons and other professional commitments, and other Companies in which he held
Directorships.

6. Ms. Shobha Bharti was appointed as additional Director-Non Executive Category, on the Board of the
Company with effect from i.e. from February 10, 2025 and was regularised as an Independent Non Executive
Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution
passed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered her
resignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupation
from the Company and other Companies in which she held Directorships.

Names of the Entities where the person is a Director and the category of Directorship as on the date of this report
set out below (other than this Company)

Sr. No.	Name of Director		Name of Company and Designation
1	Mr. Nitinbhai Govindbhai Patel	1	Yuranus Infrastructure Limited	Managing Director
		2	NG Organics Private Limited	Director
		3	Axita Industries Private Limited	Director
		4	Axita Exports Private Limited	Director
		5	AKPR Infrastructure Private Limited	Director
		6	Axita Green Hydrogen Private Limited	Director
		7	KPR Sports And Media Private Limited	Director
2	Mr. Kushal Nitinbhai Patel	1	Axita Industries Private Limited	Director
		2	Axita Exports Private Limited	Director
		3	AKPR Infrastructure Private Limited	Director
		4	Axita Green Hydrogen Private Limited	Director
		5	KPR Sports And Media Private Limited	Director
3	Mr. Nilesh Hasmukhbhai Kothari	1	Yuranus Infrastructure Limited	Director
		2	NG Organics Private Limited	Add. Director
4	Mr. Vinod Kanubhai Rana *	1	Yuranus Infrastructure Limited	Director
		2	VMS Industries Limited	Director
		3	Agricon Nutritech Limited	Director
5	Mr. Utsav Himanshu Trivedi *	1	KPR Sports And Media Private Limited	Add. Director
6	Ms. Shivani Rajeshbhai Pathak *	1	Adline Chem Lab Limited	Director
		2	Hindprakash Industries Limited	Director
		3	Agricon Nutritech Limited	Director

7	Ms. Shobha Bharti ¹	Nil

* Non Executive Independent Director

1. Ms. Shobha Bharti was appointed as additional Director-Non Executive Category, on the Board of the
Company with effect from i.e. from February 10, 2025 and was regularised as an Independent Non Executive
Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution
passed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered her
resignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupation
from the Company and other Companies in which she held Directorships.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr.
Nilesh Hasmukhbhai Kothari, Director of the Company retires by rotation at this Annual General Meeting and
being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the
approval of the Shareholders of the Company.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(âListing Regulationsâ).

During F.Y. 2024-2025, the Board of Directors of the Company comprised of:

> 7 (Six) Directors upto March 31, 2025

> 6 (Six) Directors from April 01, 2024

As on March 31, 2025, the Board comprised 7 (Seven) Directors, of which 3 (Three) were Executive Directors,
4 (Four) were Independent Directors, including 2 (Two) Women Independent Directors.

Total Directors as on March 31, 2025:	Total	Percentage (%)
Executive Directors:
1. Mr. Nitinbhai Govindbhai Patel - Chairman Cum Managing Director 2. Mr. Kushal Nitinbhai Patel - Managing Director 3. Mr. Nilesh Hasmukhbhai Kothari Managing	3	42.86%
Non-Executive Independent Directors:
1. Mr. Vinod Kanubhai Rana - Independent Director 2. Mr. Utsav Himanshu Trivedi - Independent Director 3. Ms. Shivani Rajeshbhai Pathak - Independent Director ¹ 4. Ms. Shobha Bharti- Independent Director ²	4	57.14%
	7	100.00%

1. Ms. Shivani Rajeshbhai Pathak was appointed as an Additional Director (Independent Non Executive) of
the Company with effect from i.e. from June 17, 2024 and was regularised as an Independent Non Executive
Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution
passed by the Members through the Postal Ballot dated July 19, 2024.

2. Ms. Shobha Bharti was appointed as additional Director-Non Executive Category, on the Board of the
Company with effect from i.e. from February 10, 2025 and was regularised as an Independent Non Executive
Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution
passed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered her
resignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupation
from the Company and other Companies in which she held Directorships.

Thus, composition of the Board is in conformity with Regulation 17 of the Listing Regulations.

The Company has received declarations of independence as stipulated under section 149(6) and 149(7) of the
Act and regulation 16(1)(b) and 25 of the Listing Regulations from Independent Directors confirming that they
are not disqualified for continuing as an Independent Director. There has been no change in the circumstances
affecting their status as an Independent Director of the Company.

The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respective
limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from
time to time

The necessary disclosures regarding Committee positions have been made by all the Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors
in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI/Ministry of
Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company
or any other Company where such Director holds such positing in terms of Regulation (10)(i) of Part C of
Schedule V of Listing Regulations.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the
following are the Key Managerial Personnel of the Company:

Key Managerial Personnel List as on that of this report set out below:

Sr. No.	Name	Designation
1.	Mr. Nitinbhai Govindbhai Patel	Chairman Cum Managing Director
...................2...................	Mr. Kushal Nitinbhai Patel ¹	Managing Director
...................3...................	Mr. Harsh Kalpeshbhai Shah	Chief Financial Officer
4.	Mr. Shyamsunder Kiranbhai Panchal	Company Secretary & Compliance Officer

¹ The designation of Mr. Kushal Nitinbhai Patel was changed from Director to Managing Director of the
Company with effect from i.e. from April 23, 2024 and Members of the Company had approved the same vide
special resolution dated July 19, 2024.

13. DIRECTORSâ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance system established and maintained by the
Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies
including audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of
the opinion that the Companyâs internal financial controls were adequate and effective during financial year
2024-2025.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 (âActâ), in relation to financial statements
of the Company for the year ended March 31, 2025, the Board of Directors, to the best of its knowledge and
ability confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that
there were no material departures;

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 the
Company at the end of the financial year and of the profit of the 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 Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were in place, are adequate and operating effectively.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE
SHEET DATE AND DATE OF DIRECTORSâ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which
the Financial Statements relates and date of Directorsâ Report affecting the financial position of the Company.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose
for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to
the Financial Statements which is a part of this Annual Report.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by
specifying them in their appointment letter along with necessary documents, reports and internal policies to
enable them to familiarize with the Companyâs Procedures and practices. The Company has through
presentations at regular intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Agricultural Industry as a Whole and business model. The details
of such familiarization programmes imparted to Independent Directors can be accessed on the website of the
Company at www.axitacotton.com.

17. RELATED PARTY TRANSACTIONS:

Your Company did not enter into any related party transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Companyâs website and can be accessed using the
link: https://axitacotton.com/investor-relation/policies/.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party transactions and same is available on Companyâs website at
www.axitacotton.com.

During the F.Y. 2024-2025, the Company has entered into transactions with related parties as defined under
Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules,
2014, all of which were in the ordinary course of business and on armâs length basis and in accordance with the
provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations.
The information on transactions with related parties, compiled in Form AOC-2, appears at âAnnexure-Câ to this
report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as
amended from time to time), is set out herewith as âAnnexure-Dâ to this report.

19. PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employeesâ remuneration as per
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as âAnnexure-Eâ.

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding
the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the
Company Secretary.

20. AUDITORS:

a. Statutory Auditors and Auditorâs Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s.
Mistry & Shah LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 137148W/W100683) were
re-appointed as the Statutory Auditors of the Company at the 10^th Annual General Meeting held on
September 30, 2024, for a second term of five consecutive financial years from FY 2024-2025 to FY 2028Â¬
2029.

However, M/s. Mistry & Shah LLP tendered their resignation vide letter dated August 11, 2025, with effect
from the same date, due to an internal strategic realignment and a firm-level decision to restrict their
assurance services, including statutory audits. The resignation was not related to any event concerning the
Companyâs operations, governance, or performance. There were no circumstances connected with their
resignation that, in their opinion, needed to be brought to the attention of the stakeholders of the Company.
The resignation was submitted in accordance with Section 140(2) of the Companies Act, 2013.

The Auditorâs Report on the financial statements of the Company for the financial year ended March 31,
2025, issued by the outgoing Statutory Auditors, M/s. Mistry & Shah LLP, does not contain any
qualification, reservation, adverse remark, or disclaimer. The Notes to the Financial Statements referred to
in the Auditorâs Report are self-explanatory and do not require any further comments.

The Board places on record its appreciation for the professional services rendered by M/s. Mistry & Shah
LLP during their tenure as Statutory Auditors of the Company.

In light of the above, and to ensure continued compliance with the applicable provisions of the Companies
Act, 2013 and SEBI Listing Regulations, the Board of Directors, based on the recommendation of the Audit
Committee, at its meeting held on August 11, 2025, appointed M/s. P K N & Co., Chartered Accountants,
Ahmedabad (Firm Registration No. 137148W & Peer Review No. 020163), as the Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s. Mistry & Shah LLP.

Subsequently, on the recommendation of the Audit Committee and upon consideration by the Board of
Directors at its meeting held on August 25, 2025, a suitable resolution is being incorporated in the Notice
convening the 12^th Annual General Meeting at Item No. 3, seeking the appointment of M/s. P K N & Co.,
Chartered Accountants (FRN: 137148W & Peer Review No.: 020163) (âthe Firmâ) as the Statutory
Auditors of the Company for the first term of five (5) consecutive years from the conclusion of the 12^thAGM till the conclusion of the 17^th AGM to be held in the year 2030, at a remuneration as may be mutually
agreed between the Board and the Statutory Auditors.

M/s. P K N & Co., Chartered Accountants, established in 2020 in Ahmedabad, is a multi-disciplinary firm
offering a wide range of professional services including audit and assurance, direct and indirect tax advisory,
accounting, startup and MSME consultancy, and capital restructuring. The firm serves clients across sectors
such as manufacturing, construction, banking, IT, and textiles. With a focus on quality, confidentiality, and
timely service, the firm delivers value-driven solutions through its competent and committed team. The firm
holds a valid Peer Review Certificate (No. 020163) issued by the Peer Review Board of ICAI, valid until
March 31, 2028.

b. Cost Auditors and Cost Audit

In the financial year 2024-2025, on basis of recommendation by Audit Committee and approval of the Board
of Directors of the Company at their meeting held on September 05, 2024, had approved the appointment
of Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A
and Firm Registration No. 004346) as a Cost Auditor of the Company to audit the Companyâs Cost Records
relating to manufacture of Cotton Yarn and other Products for the year 2024-2025 at a remuneration of
35,000/- (Rupees thirty Five thousand only) exclusive of GST and out of pocket expenses.

Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and
Firm Registration No. 004346), Cost Accountants, Ahmedabad has carried out the cost audit for applicable
businesses during the year. The Board of Directors has appointed them as Cost Auditors for the financial
year 2025-2026. The remuneration payable to the Cost Auditors is required to be placed before the Members
in a general meeting for their ratification. Accordingly, a suitable Resolution is being incorporated in the
Notice convening the 12^th Annual General Meeting at Item No. 7 seeking Membersâ ratification for the
remuneration payable to Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm
(PAN BJFPP1420A and Firm Registration No. 004346), Cost Accountants, Ahmedabad

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and
Audit) Rules, 2014, the Company has maintained cost accounts and records.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Shri Premnarayan Tripathi
proprietor of M/s. PRT & Associates, Practicing Company Secretaries (FCS 8851, COP: 10029, Peer
Review No 3273/2023), as Secretarial Auditor for Secretarial Audit of the Company for F.Y. 2024-2025,
to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3.

The Secretarial Audit Report for the financial year 2024-2025, pursuant to Section 204 of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 is annexed to this report as an âAnnexure-Fâ. The Secretarial Auditorsâ report does not contain any
qualification, reservation or adverse remark and the Company has complied with the provisions of the Act,
Rules made there under, Regulations, guidelines etc. except following;

Sr. No. 1 (		Compliance Requirement Regulations. circulars/ guidelines including specific clause)	Regulatio Deviati t n/ ons/ / Circular Details No. of Violati on		Action Taken by	Type of Action	Fine Amoun t	Observations/ Remarks of the Practicing Company Secretary	Management Response
1	Regulation 42 Regulatio			Delay in BSE		Fine levied	(Rs.	The Company	The delay in
	of SEBI n 42 (3)			disclosu	Limited	for non-	10,000/-	has taken	submission of the
	(LODR)			re of and NSE		compliance	GST	necessary steps	disclosure was
	Regulations,			record	Limited	with the	@18%)	and has paid the	inadvertent and
	2015			date for	via e-	provisions	each	requisite Fine	unintentional.
				Dividen	mail	mentioned	exchang	of Rs. 11,800/-	Corrective steps
				d	dated	under	e	(including	have been taken to
					13^th	Regulation		GST) each to	strengthen internal
					Septemb	42(3) of SEBI	= Rs.	BSE Limited	processes, and the
					er, 2024	(LODR)	11,800/-	and NSE	Management
						Regulations,	each	Limited and	ensures to take due
						2015.	exchang	informed the	care and comply
						Fine amount -	e	BSE Limited	with all applicable
						Rs. 10000/-		and NSE	requirements
						(excluding		Limited on 14^th	within the
						taxes) each by		September,	prescribed
						BSE and		2024.	timelines in the
						NSE.			future.
2	Regulation 42 Regulatio			Delay in BSE		Fine levied	(Rs.	The requisite	The Management
	of SEBI n 42(3)			/ disclosu	Limited	for non-	10,000/-	clarification	informs that the
	(LODR)		42(4)	re of and NSE compliance			GST	was given by	deviation from the
	Regulations,			record	Limited	with the	@18%)	the Listed	prescribed gap
	2015			date or	via e-	provisions	each	Entity to BSE	requirement was
				non-	mail	mentioned	exchang	Limited and	due to an overlap
				complia	dated	under	e	NSE Limited	of two time-
				nce with 14^th		Regulation		on 15^th	sensitive events

Sr. Compliance	Regulatio	Deviati	Action	Type of	Fine	Observations/	Management
No. Requirement	n /	ons /	Taken	Action	Amoun	Remarks of	Response
(Regulations/	Circular	Details	by		t	the Practicing
circulars/	No.	of				Company
guidelines		Violati				Secretary
including		on
specific clause)
		ensuring	October,	42(3) / 42(4)		October,	and was
		the	2024	of SEBI	= Rs.	2024 that the	inadvertent.
		prescrib		(LODR)	11,800/-	Company has	Corrective
		ed time		Regulations,	each	taken	measures have
		gap		2015.	exchang	necessary	been taken, and the
		between		Fine amount -	e	steps and has	Management
		two		Rs. 10000/-		paid the	ensures due care
		record		(excluding		requisite Fine	and timely
		dates		taxes) each by		of Rs.	compliance with
				BSE and		11,800/-	all applicable
				NSE.		(including	requirements in the
						GST) each to BSE Limited	future.
						and NSE Limited and informed the BSE Limited and NSE Limited.

Shri Premnarayan Ramanand Tripathi, proprietor of M/s. PRT & Associates, Company Secretaries in
Practice (FCS 8851, COP: 10029, Peer Review No 3273/2023) (âthe PRT & Asso.â), Ahmedabad has
carried out the Secretarial audit for applicable businesses during the year. The Board of Directors has
appointed them as the Secretarial Auditors of the Company, for a period of five (5) consecutive the Financial
Year from 2025-2026 to the Financial Year 2029-2030. Accordingly, a suitable Resolution is being
incorporated in the Notice convening the 12^th Annual General Meeting at Item No. 6 seeking Membersâ
approval for their appointment.

1. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s RJ and
Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration No. 004690),
was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2024Â¬
2025.

The Company continued to implement his suggestions and recommendations to improve the control
systems. Their scope of work includes review of processes for safeguarding the assets of the Company,
review of operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency
in operations.

M/s RJ and Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration
No. 004690), Ahmedabad has carried out the Internal audit for applicable businesses during the year. The
Board of Directors has appointed them as the Internal Auditors of the Company, for the Financial Year from
2025-2026. Accordingly, a suitable Resolution is being incorporated in the Notice convening the 12^thAnnual General Meeting at Item No. 6 seeking Membersâ approval for their appointment.

21. INSURANCE:

All assets of the Company including Building Plant & Machinery Stocks etc. wherever necessary and to the
extent required have been adequately insured.

22. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company
has maintained a functional website namely âwww.axitacotton.comâ containing basic information about the
Company. The website of the Company is containing information like Policies Shareholding Pattern Financial
and information of the designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company etc.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for
Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing
Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of
retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and
employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the
website of the Company at www.axitacotton.com.

During the year under review, your Company had not received any complaint under the whistle blower policy.

24. MEETINGS OF THE COMPANY:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as
and when require, to discuss and decide on various business policies, strategies and other businesses. The Board
meetings are generally held at registered office of the Company. The gap between two consecutive meetings
was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

Seven (7) Board Meetings were held during the year under review. The dates and notices were fixed/issued
well in advance in compliance with the Secretarial Standards. Meetings were held on 1) Tuesday, April 23,
2024, 2) Monday, June 17, 2024, 3) Friday, August 09, 2024, 4) Thursday, September 05, 2025, 5), Monday,
September 23, 2024, 6) Thursday, November 14, 2024 and 7) Monday, February 10, 2025 at the registered
office of the Company i.e. Survey No. 324, 357, 358, Kadi - Thol Road, Borisana, Kadi, Mahesana - 382715,
Gujarat, India. The Composition of Board, procedure, venue, dates, time and other details are included in the
Corporate Governance Report that forms part of this Report.

25. COMMITTEE OF BOARDS:

As required by the provisions of the Act and Listing Regulations, the Company has already formed the
following Committees, the details of which are disclosed in the Report on Corporate Governance forming part
of this Report.

The Board of Directors has constituted Five (5) Committees of the Board viz.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholdersâ Relationship Committee

> Corporate Social Responsibility Committee

> Risk Management Committee

> Adminustrative Committee

Independent Directorsâ Meeting:

The Independent Directors met on Saturday, March 30, 2024, without the attendance of Non-Independent
Directors and members of the management. The Independent Directors reviewed the performance of NonÂ¬
Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman
of the Company, taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization Programme:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees
and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure
devaluation process covering various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted familiarization of the Directors on different
aspects.

26. RISK MANAGEMENT POLICY

Under the framework, the Company has laid down a Risk Management Policy which defines the process for
identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company,
through its employees and Executive Management, continuously assess the identified Risks, the Risk
Management Committee reviews the identified Risks and its mitigation measures annually.

The top 10 risks identified by the Company includes - 2 Strategic Risks, 7 Operational Risks & 1 Regulatory
Risks. Key Strategic Risks include demand destruction / shift, geopolitical issues and reputational risks. Key
Operating Risks include customer concentration, vendor concentration, availability of competent human
resource, major system outages, industrial safety, sustainability and cyber security / data protection. Regulatory
Risks include litigation and regulatory compliances.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations,
2015, the Company has developed and implemented the Risk Management Policy. The policy envisages
identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof.
The Risk Management Policy of the Company is available at the Companyâs website www.axitacotton.com
and other details are included in the Corporate Governance Report that forms part of this Report.

Cyber Security:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line with the threat scenarios. Your Companyâs
technology environment is enabled with real time security monitoring with requisite controls at various layers
starting from end user machines to network, application and the data.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances
of fraud committed against the Company by its officers or employees to the Audit Committee or the Board
under section 143(12) of the Act

27. DISCLOSURE RELATION TO REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:

The details of remuneration paid During the Financial Year 2024-2025 to Directors and Key Managerial
Personnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company at
www.axitacotton.com

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND
THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis
of the criteria such as the board composition and structure effectiveness of board processes information and
functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings etc.

The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution
and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

29. LISTING:

The Equity Shares of the Company listed at BSE Limited (Main Board) and National Stock Exchange of India
Limited (Main Board). The Annual Listing Fees for the Financial Year 2024-2025 has been paid to BSE
Limited and National Stock Exchange of India Limited and other details are included in the Corporate
Governance Report that forms part of this Report.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have institutionalized the
Anti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexual
harassment at the all workplaces of the Company. Our policy assures discretion and non-retaliation to
complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported. Further the company has
complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DECLARATION OF INDEPENDENCE:

The Company has received necessary declarations from each of the Independent Directors to the effect that
they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have
complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

32. ANNUAL RETURN:

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory
modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is
displayed on the website of the Company at www.axitacotton.com

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the Financial Statements
commensurate with the size, scale and complexity of its operations. During the year, such controls were tested
and no reportable material weakness in the design or operation was observed. The Statutory Auditors of the
Company have audited such controls with reference to the Financial Reporting and their Audit Report is
annexed as Annexure A to the Independent Auditorsâ Report under the Standalone Financial Statements and
the Consolidated Financial Statements which forms part of the Integrated Annual Report.

34. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. During the Financial
Year 2024-2025, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has complied with the requirements regarding Corporate Governance as
stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V (C) of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance being followed by the Company is attached as
âAnnexure-Gâ.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant
statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of LODR, a Certificate from the Secretarial Auditor of the Company
confirming the compliance of conditions of Corporate Governance is attached as âAnnexure-1.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the
Secretarial Auditor that none of the Companyâs Directors have been debarred or disqualified from being
appointed or continuing as Directors of Companies, is enclosed as Annexure - 2.

As required under Regulation 17(8) read with as specified in Part B of Schedule II of LODR, Compliance
Certificate furnished by Managing Director and Chief Financial Officer regarding the reviewed of financial
statements and the cash flow statement for the year and certified that to the best of their knowledge there are
no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the
listed entityâs code of conduct. They also confirm and accept responsibility for establishing and maintaining
internal controls for financial reporting and that they have evaluated the effectiveness of internal control
systems of the listed entity and same have been indicated to the auditors and the Audit committee. The said
Compliance Certificate is attached as Annexure - 3.

35. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

During the Financial Year 2024-2025 and as on March 31, 2025, the Company was not fall under the Regulation
34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for the reporting on
Business Responsibility and Sustainability Report. However, pursuant to the SEBI vide Circular No.
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 and Regulation 34(2)(f) SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, your Company has prepared and Business
Responsibility and Sustainability Report and same is annexed with this Director Report as âAnnexure-Hâ.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 a review of the performance of the Company for the year under review Management
Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as
âAnnexure-Iâ.

37. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is required to do
CSR Expenditure for the financial year 2023 -2024 as Net profit of the Company exceeded the specified threshold
in the preceding financial year 2022-2023. In compliance with the provisions of Section 135, the board of
Directors of the Company has formulated CSR policy and the same has been placed on the website of the
Company i.e. https://axitacotton.com/investor-relation/policies/.

Pursuant to Section 135(3)(b) of the Companies Act, 2013, The Corporate Social Responsibility Committee
recommended total CSR expenditure of Rs. 31,86,498/- for F.Y.2023-2024 to the Board of Directors of the
Company. Your Company had spent total amount of Rs. 54,79,530/- for F.Y. 2024-2025.

Sr. No.	Particular	Amount in Rs.
i	Two percent of average net profit of the Company as per section 135(5)	46,98,501.84
ii	Total amount spent for the Financial Year	....................24,51,000.00''......
iii	previous years excess amount spent/adjusted for the financial year [(ii)-(i)]	....................22,98.457.76......
iv	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	50,955.92
v	Amount available for set off in succeeding financial years [(iii)-(iv)]	..................................50,955.9₂.......

The Companyâs CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during
the financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in âAnnexure-Jâ to this report.

38. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

39. SECRETARIAL STANDARDS:

Secretarial Standards as applicable to the Company were followed and complied with During the Financial
Year 2024-2025.

40. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have confirmed compliance
with the Code.

41. HEALTH, SAFETY AND ENVIRONMENT:

The safety excellence journey is a continuing process of the Company. The Company provide safety
environment to the employees & workers of the Company. The Company also gives safety tips to workers. The
Company has given all the safety equipment to the workers. The Company also takes care of the health of the
workers during their work. The Company has maintained a friendly environment so that if any employee or
worker faces any problem, he can directly talk to the concerned person. The Company also checking the
workers during their works.

42. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human Resources are vital and most valuable assets for the Company. The Company believes that Human
Resources shape the success of its business vision. Your Company recognizes its employees as its greatest asset
and constantly strives to create a friendly system of continuous learning to help our workforce be future ready.

Amidst the pandemic, the safety of our employees has been our top-most priority and the Company had taken
several measures to ensure their well-being.

High-quality leadership talent has also been infused across all functions to build a robust talent pipeline. The
Industrial Relations scenario continued to be positive across all our manufacturing locations.

43. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are its most important stakeholders. Accordingly, the Companyâs
operations are committed to the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and
nurturing overall corporate reputation. The Company is also committed to creating value for its other
stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.

44. OTHER DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:

1. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

2. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing
Director/ Whole Time Director of the Company.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription /
purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

4. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact
the going concern status and the Companyâs operations in future.

5. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the banks or financial institutions.

45. APPRECIATION & ACKNOWLEDGEMENTS:

The Board expresses its sincere gratitude to all employees for their dedication and commitment. We thank our
customers for their continued trust, and our shareholders, investors, and bankers for their unwavering support.
We also acknowledge the valuable assistance provided by regulatory authorities, including SEBI, Stock
Exchanges, government bodies, auditors, legal advisors, and consultants. We look forward to their continued
support in the future.

Registered office: For and on behalf of the Board of Directors

Axita Cotton Limited

Survey No. 324 357 358, Kadi Thol CIN: L17200GJ2013PLC076059

Road, Borisana Kadi, Mahesana -
382715, Gujarat, Bharat.

Nitinbhai Govindbhai Patel

Date: August 25, 2025 Chairman Cum Managing Director

Place: Kadi, Mahesana DIN: 06626646

Mar 31, 2024

The Board of Directors have pleasure in presenting the Eleventh (11^th) Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (âInd ASâ) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in Lakh except EPS)
PARTICULARS	F.Y. 2023-2024	F.Y. 2022-2023
Revenue form Operation	1,10,201.42	54,805.69
Other Income	237.50	168.24
Total Income (Total Revenue)	1,10,438.91	54,973.93
Total Expenditure (Excluding Depreciation and Finance Cost)	1,07,502.84	52,532.69
Profit before Financial costs, Depreciation and amortization expenses and Taxation	2,936.07	2,441.23
Less: Finance Costs	80.30	49.63
Operating profit before Depreciation and amortization expenses and Taxation	2,855.77	2,391.59
Less: Depreciation and amortisation	126.69	105.63
Profit before Tax	2,730.20	2,285.96
Less: (1) Current Income Tax	698.49	604.71
Less: (2) Income Tax (Prior Period)	0.00	0.00
Less: (3) Deferred Tax	..................................................-1.84.....................	................................................-22.28.....................
Profit after tax	...................................2,033.56.....................	.......................................1,703.53.....................
Other Comprehensive Income
(i) Item that will not be reclassified to profit or loss
Remeasurement of defined benefit plans	32.65	7.18
Income tax relating to items that will not be reclassified to profit or loss	-8.22	-1.97
Other Comprehensive Income for the Year	24.43	5.21
Total Comprehensive Income for the Year	2,057.99	1,708.74
EPS (Basic)	0.79	0.87
......EPS''(Diiuted)..................................................................................................................................................................................................................	.....................................................0.79.....................	........................................................0.87.....................
Note: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs
classification / disclosure and may not be comparable with the figures reported earlier.

2. OPERATIONAL PERFORMANCE:

During the year under review, the Company recorded Revenue from Operations of Rs. 1,10,438.91 Lakhs for the F.Y. 2023-2024 as compared to Rs. 54,973.92 Lakhs during the previous F.Y. 2022-2023.

During the year under review, the Company achieved Earnings before Interest, Taxes, Depreciation and Amortization Expense of Rs. 2,730.20 Lakhs for the F.Y. 2023-2024 as compared to Rs. 2,285.96 Lakhs during the previous F.Y. 2022-2023.

During the year under review, the Company achieved Profit after Taxation and other comprehensive income of Rs. 2,057.99 Lakhs for the F.Y. 2023-2024 as compared to Rs. 1,708.74 Lakhs during the previous F.Y. 20222023.

Export Sales for the F.Y. 2023-2024 was Rs. 6682.49 Lakhs as compared to Rs. 8230.76 Lakhs for the F.Y. 2022 -2023.

3. TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the reserve & Surplus account of the Company.

4. DIVIDEND:

The Board of Directors of the Company at their meeting held on April 23, 2024, after, consultation and recommendation of the requisite committee to the Board, considered and approved 10 % final dividend amounting to Rs. 0.10 per Equity Share of Rs. 1/- each for the financial year 2023-2024 amounting to Rs. 260.89 Lakhs, subject to the approval by the Members ensuing Annual General Meeting (AGM) of the Company.

Further, during the year 2023-24, the Board of Directors, at their Meeting held on November 03, 2023 recommended 10% Interim Dividend amounting to Rs. 0.10/- per Equity Share of Rs. 1/- each for the financial year 2023-2024 amounting to Rs. 195.66 Lakhs. Out of above declared Interim Dividend Rs. 1.19 Lakh, which was remained unpaid was transferred to the âAxita Cotton Limited Unpaid Interim Dividend Account for FY 2023 2024â having Account no 018905013880, as per the sub-section (3) of Section 124 of the Companies Act, 2013.

Further, in the previous financial year 2022-23, the Board of Directors, recommended 5% final dividend amounting to Rs. 0.50/- per Equity Share of Rs. 10/- each amounting to Rs. 98.28 Lakhs which was approved by the Members at their 10^th Annual General Meeting (AGM) of the Company. Out of above declared Dividend Rs. 3,206/, which was remained unpaid was transferred to the âM/s. Axita Cotton Limited Unpaid DIV 2021 22â having Account no. 50200072105433 as per the sub-section (3) of Section 124 of the Companies Act, 2013.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âSEBI Listing Regulationsâ) the Board of Directors of the Company (the âBoardâ) formulated and adopted the Dividend Distribution Policy (the âPolicyâ).

The Policy is available on our website at www.axitacotton.com.

5. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the dividend amount that remains unclaimed for a period of Seven (7) years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid dividend account and due dates of transfer to the IEPF is given below:

Year	Type of	Dividend per	Date of	Due Date	Amount
	Dividend	Share (Rs.)	Declaration / Approved	for Transfer	(Rs.)
2023-2024	Interim	0.10	November 03, 2023	November 03, 2030	119,798.10
2022-2023	Final	0.50	April 16, 2022	October 26, 2029	3,206.00

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company and details are included in the Corporate Governance Report that forms part of this Report.

The shareholders may note that both the unclaimed dividend and corresponding shares transferred to the IEPF Authority including all benefits accruing on such shares, if any, can be claimed back by them from IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribed in the IEPF Rules. Shareholders may refer Rule 7 of the said IEPF Rules for refund of shares / dividend etc.

6. SHARE CAPITAL:

Authorized Capital:

In the beginning of the review period, the Authorised Share Capital of the Company was Rs. 30,00,00,000 (Rupees Thirty Crores Only) divided into 300000000 (Thirty Crores) Equity Shares of Rs. 1/- each.

During the financial year under review, the board of directors in their meeting held on February 23, 2024, have recommended to increase in Authorised Capital from existing capital of 30,00,00,000 (Rupees Thirty Crores Only) divided into 300000000 (Thirty Crores) Equity Shares of Rs. 1/- each to Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided into 500000000 (Fifty Crores) Equity Shares of Rs. 1/- each and same was approved by the Members of the Company through the Postal Ballot on March 26, 2024.

Issued, Subscribed & Paid-up Capital:

As on March 31, 2024, the Issued, Subscribed and fully Paid-up Capital of the Company stood at Rs. 26,08,78,008/- (Rupees Twenty Six Crores Eight Lakh Seventy Eight Thousand and Eight Only) divided into 260878008 (Twenty Six Crores Eight Lakh Seventy Eight Thousand and Eight) Equity Shares of Rs. 1/- each.

CHANGES IN CAPITAL STRUCTURE:

As on April 01, 2023 the issued, subscribed and fully paid up capital of the Company stood at Rs. 19,65,60,000/-(Rupees Nineteen Crores Sixty Five Lakh Sixty Thousand Only) divided into 196560000 (Nineteen Crores Sixty Five Lakh Sixty Thousand) Equity Shares of 1/- each.

During the year under review there was change in the Capital Structure of the Company due to Buy back of Equity Shares and bonus issue. The brief details of the same are as follows:

Buyback of Shares of the Company

During the year under review, the Company bought back 900000 (Nine Lakh) fully paid-up Equity Shares of the Company, each having a face value of 1/- ("Equity Shares"), representing 0.46% aggregate of the total paid-up Equity Share capital of the Company, at a price of Rs. 56/- (Rupees Fifty-Six Only) per Equity Share ("Buyback Price") paid in cash for an aggregate amount of Rs. 5,04,00,000 (Rupees Five Crore Four Lakh Only) ("Buyback Size") being 9.63% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited financial statements of the Company i.e. as at March 31, 2023, excluding transaction

costs viz, brokerage costs, fees, turnover charges, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty, etc., expenses incurred or to be incurred for the buyback like filing fees payable to the Securities and Exchange Board of India ("SEBI"), advisors / legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc.

The buyback size represented 9.63% aggregate of the âtotal issued and fully paid-up equity share capital and free reservesâ as per the audited standalone financial statements of the Company as on March 31, 2023, respectively and the shares bought back constituted approximately 0.46% of the total number of equity shares of the total paid-up equity share capital of the Company as on March 31, 2023.

The Company adopted the tender offer route through stock exchange mechanism for the purpose of buyback. The tendering period for buyback of equity shares commenced on June 08, 2023 and closed on June 14, 2023. Post-completion of extinguishment of 900000 (Nine Lakh) equity shares bought back, necessary intimation(s) were filed with the stock exchange(s), where the Companyâs shares are listed. Further, the certificate of extinguishment was also filed with the Securities and Exchange Board of India on July 05, 2023, in compliance with the applicable provisions of law. The details of buyback are available on the website of the Company at https://axitacotton.com/investor-relation/offer-document/.

Consequently, the issued, subscribed and paid-up share capital of the Company was at Rs. 19,56,60,000 /-(Rupees Nineteen Crores Fifty Six Lakh Sixty Thousand Only) divided into 195660000 (Nineteen Crores Fifty Six Lakh Sixty Thousand) Equity Shares of 1/- each as on July 05, 2023, as against Rs. 19,65,60,000/- (Rupees Nineteen Crores Sixty Five Lakh Sixty Thousand Only) divided into 196560000 (Nineteen Crores Sixty Five Lakh Sixty Thousand) Equity Shares of 1/- each as on March 31, 2023. The Company has only one class of equity shares.

Bonus Issue of Shares of the Company

During the year under review and after successfully completion of Buyback, the Board of Directors at their meeting held on November 23, 2023, recommended issue of Bonus Equity Shares, in the proportion of 1:3, i.e., 01 (One) new fully paid-up equity share for every 03 (Three) existing fully paid-up equity share held. This bonus issue was approved vide a resolution by the shareholders at their Extra-ordinary General Meeting held on December 16, 2023. Consequently 65220000 bonus shares were issued on fraction share basis, to the members whose names appeared on the register of members as on December 25, 2023 (Ex Date December 22, 2023), being the record date fixed for that purpose. However, the Company had allotted 65218008 (Six Crore Fifty Two Lakh Eighteen Thousand Eight) equity shares due to fractional shares allotted on December 28, 2023. Pursuant to the aforesaid issue of Bonus Shares, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased to Rs. 26,08,78,008/- (Rupees Twenty Six Crores Eight Lakh Seventy Eight Thousand and Eight Only) divided into 260878008 (Twenty Six Crores Eight Lakh Seventy Eight Thousand and Eight) Equity Shares of Rs. 1/- each.

Except as stated above, there were no other changes in the share capital of the Company during the year.

During the year under review, the following no. issue have been made through following procedure in the Company:

> DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year 2023-2024, the Company has not issued any Equity Shares with differential rights during the year.

> DISCLOSURE REGARDING SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the Financial Year 2023-2024, the Company does not hold any shares in any trust for the benefit of employees.

> DISCLOSURE REGARDING ISSUE / REDEMPTIONS OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

During the Financial Year 2023-2024, the Company has neither issued nor redeem any Non-Convertible Debentures through private placement.

> DISCLOSURE REGARDING ISSUE OF WARRANT

During the Financial Year 2023-2024, the Company has not issued any warrants for any issue by way of preferential allotment, private placement, public issue.

> DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES ISSUED

During the Financial Year 2023-2024, the Company has not issued any Sweat Equity Shares during the year.

> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION PLAN (âESOPâ)

During the Financial Year 2023-2024, the Company has not issued any Employee Stock Option Scheme during the year.

Your Company has an Axita Employee Stock Option Plan 2023 in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2021, as amended. The principal objectives of this Plan are to:

a) Attract and retain talented employees within the Company;

b) Motivation to attain performance targets provided to the employees of the Company;

c) To offer an opportunity of sharing the wealth created with the employees of the Company who have contributed to the creation of wealth of Shareholders of the Company;

d) Aligning the objective of the individual employee of the Company with the Companyâs Shareholders'' interest and Companyâs philosophy;

e) Incentivizing Employees to align their individual performance with the Companyâs objectives;

f) Encourage Employees to align their individual performance with the Companyâs objectives.

The Shareholders of the Company vide Annual General Meeting dated September 30, 2023 have approved Axita Employee Stock Option Plan 2023 (âESOP Plan 2023â). The Shareholders of the Company have approved to grant total option of 9000000 (Ninety Lakhs only) fully paid up Equity Shares of Rs. 1 each of the Company (âEquity Share(s)â). Further, the Members of the Company vide Postal Ballot dated March 26, 2024 have amended the scheme by change in term of Identification of classes of Employees entitled to participate in the Plan and lock in of shares.

The Company has applied for In Principle approval with National Stock Exchange of India Limited and BSE Limited. The Company has received in-principle approval from National Stock Exchange of India Limited and BSE Limited on May 31, 2024 and June 03, 2024 respectively.

The certificate of the Merchant Banker regarding implementation of scheme shall be made available for inspection of members in electronic mode at Annual General Meeting.

Requisite disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to ESOP Plan 2023 is available on the website of the Company at www.axitacotton.com.

M/s. SCS and Co LLP, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of Axita Employee Stock Option Plan 2023 which would be placed before the members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the registered office.

Disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Based Employee Benefits and Sweat Equity) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in âAnnexure - Aâ to this report.

7. CHANGE IN NATURE OF BUSINESS:

During the Financial Year 2023-2024, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

The Company is in Manufacturing sector, it is engaged in Cotton Bales Manufacturing. The Company is also involved in Trading and Export of Raw Cotton Bales, Yarn and Cotton Seeds.

8. CHANGE IN THE REGISTERED OFFICE:

During the year, there was no change in address of registered office of the Company. The Registered office of the Company is situated at Servey No. 324, 357, 358, Kadi - Thol Road, Borisana, Kadi, Mahesana - 382715, Gujarat, India.

The Corporate office of the Company is situated at Rannade House, First Floor, Opp. Sankalp Grace 3, Near Ishan Bunglow, S, Shilaj, Ahmedabad - 380059, Gujarat, India.

9. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

However, after closure of the financial year, the Board of Directors of the Company at their Meeting held on June 17, 2023, considered and recommended the acquisition of 55 % of stake of KPR Sports and Media Private Limited from its existing shareholders and accordingly, KPR Sports and Media Private Limited will be considered as subsidiary Company of the Company.

10. PUBLIC DEPOSITS:

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time).

11. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company is well supported by the knowledge and experience of its Directors and Executives.

The composition of the Board of Directors as on the date of this report set out below:
Name of Director	Category	Date of	Total	No. of Committee ¹		No. of
and KMP	Cum Designation	Appointment at current Term & designation	Directorship²	in which Director is Members	in which Director is Chairman	Shares held as on June 30, 2024
Mr. Nitinbhai Govindbhai Patel	Chairman cum Managing Director	October 1, 2023	8	4		90546572
Mr. Kushal Nitinbhai Patel ²	Managing Director	April 23, 2024	8	1	-	60162965
Mr. Kunjal Jayantkumar Soni	Independent Director	February 22, 2022	4	6	3	0
Mr. Vinod Kanubhai Rana	Independent Director	February 22, 2022	2	4	1	0
Mr. Utsav Himanshu Trivedi ³	Independent Director	June 30, 2023	1	2	1	0
Mr. Nilesh Hasmukhbhai Kothari ⁴	Executive Director	April 23, 2024	2			0
Ms. Shivani Rajeshbhai Pathak ⁵	Independent Director	June 17, 2024	3	5	1	0
Harsh Kalpeshbhai Shah	Chief Financial Officer	September 3, 2021	-	-	-	-
Shyamsunder Kiranbhai Panchal	Company Secretary and Compliance Officer	April 1, 2023

1. Committee includes Audit Committee and Shareholdersâ Grievances Committee across all Public Companies including Axita Cotton Limited but excluding LLPs, Section 8 Company & struck of Companies. Total Directorship includes Axita Cotton Limited also.

2. The designation of Mr. Kushal Nitinbhai Patel was changed by Board of Directors from Director to Managing Director of the Company with effect from i.e. from April 23, 2024 and Members of the Company had approved the same vide special resolution dated July 19, 2024

3. Mr. Utsav Himanshu Trivedi was appointed by Board of Directors as an Additional Director (Independent Non Executive) of the Company with effect from i.e. from June 30, 2023. The Members at their 10th Annual General Meeting (AGM) held on Saturday, September 30, 2023 had approved regularisation of Mr. Utsav Himanshu Trivedi as an Independent Non Executive Director of the Company for a period of 5 (Five) years w.e.f. June 30, 2023.

4. Mr. Nilesh Hasmukhbhai Kothari was appointed by Board of Directors as an Additional Director (Executive) of the Company with effect from i.e. from April 23, 2024. Mr. Nilesh Hasmukhbhai Kothari was regularised as a Director of the Company for a period of 5 (Five) years w.e.f. April 23, 2024, through special resolution passed by the Members through the Postal Ballot dated July 19, 2024.

5. Ms. Shivani Rajeshbhai Pathak was appointed by Board of Directors as an Additional Director (Independent Non Executive) of the Company with effect from i.e. from June 17, 2024. Ms. Shivani Rajeshbhai Pathak was regularised as an Independent Non Executive Director of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolution passed by the Members through the Postal Ballot dated July 19, 2024.

Names of the Entities where the person is a Director and the category of Directorship as on the date of this

report set out below (other than this Company)

Sr. No.	Name of Director		Name of Company and Designation
1	Mr. Nitinbhai Govindbhai Patel	1	Yuranus Infrastructure Limited	Managing Director
		2	NG Organics Private Limited	Director
		3	Axita Industries Private Limited	Director
		4	Axita Exports Private Limited	Director
		5	AKPR Infrastructure Private Limited	Director
		6	Axita Green Hydrogen Private Limited	Director
		7	KPR Sports And Media Private Limited	Director
2	Mr. Kushal Nitinbhai Patel	1	Yuranus Infrastructure Limited	Managing Director
		2	NG Organics Private Limited	Director
		3	Axita Industries Private Limited	Director
		4	Axita Exports Private Limited	Director
		5	AKPR Infrastructure Private Limited	Director
		6	Axita Green Hydrogen Private Limited	Director
		7	KPR Sports And Media Private Limited	Director
3	Mr. Kunjal Jayantkumar Soni *	1	Yuranus Infrastructure Limited	Director
		2	Vaxtex Cotfab Limited	Director
		3	Scarnose International Limited	Director
4	Mr. Vinod Kanubhai Rana *	............1.........	Yuranus Infrastructure Limited	Director
5	Mr. Nilesh Hasmukhbhai Kothari	............1.........	Yuranus Infrastructure Limited	Director
6	Mr. Utsav Himanshu Trivedi *	NIL
7	Ms. Shivani Rajeshbhai Pathak *	1	Hindprakash Industries Limited	Director
		2	Adline Chem Lab Limited	Director
* Non Executive Independent Director

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Kushal Nitinbhai Patel, Managing Director of the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

During F.Y. 2023-2024, the Board of Directors of the Company comprised of:

> 6 (Six) Directors upto March 31, 2024

> 6 (Six) Directors from April 01, 2023

Out of 6 (Six) Directors on the Board,1 (One) was Executive Director, 1 (One) was Non Executive Director and remaining 4 (Four) were Independent Directors.
Total Directors as on March 31, 2024:	Total	Percentage (%)
Executive Directors: 1. Nitinbhai Govindbhai Patel - Chairman Cum Managing Director	1	16.67%
Non-Executive Directors: 2. Kushal Nitinbhai Patel - Non-Executive Director	1	16.67%
Non-Executive Independent Directors: 3. Kunjal Jayantkumar Soni - Independent Director 4. Vinod Kanubhai Rana - Independent Director 5. Ms. Apeksha Sanjaykumar Vyas - Independent Director ¹ 6. Mr. Utsav Himanshu Trivedi - Independent Director	4	66.67%
	6	100.00%
¹ Ms. Apeksha Sanjaykumar Vyas has resigned from the post of Independent Director w.e.f. June 12, 2024.

Thus, composition of the Board is in conformity with Regulation 17 of the Listing Regulations.

The Company has received declarations of independence as stipulated under section 149(6) and 149(7) of the Act and regulation 16(1)(b) and 25 of the Listing Regulations from Independent Directors confirming that they are not disqualified for continuing as an Independent Director. There has been no change in the circumstances affecting their status as an Independent Director of the Company.

The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respective limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time

The necessary disclosures regarding Committee positions have been made by all the Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI/Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such positing in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

Key Managerial Personnel List as on that of this report set out below:

Sr. No.	Name	Designation
1.	Mr. Nitinbhai Govindbhai Patel	Chairman Cum Managing Director
2.	Mr. Kushal Nitinbhai Patel ¹	Managing Director
3.	Mr. Harsh Kalpeshbhai Shah	Chief Financial Officer
4.	Mr. Shyamsunder Kiranbhai Panchal ²	Company Secretary & Compliance Officer

¹ The designation of Mr. Kushal Nitinbhai Patel was changed by Board of Directors to Managing Director of the Company with effect from i.e. from April 23, 2024 and Members of the Company approved the special resolution and approved the change of designation of Mr. Kushal Nitinbhai Patel as a Managing Director of the Company for a period of 5 (Five) years w.e.f. April 23, 2024, through the Postal Ballot dated July 19, 2024

² Mr. Shyamsunder Kiranbhai Panchal has been appointed as a Company Secretary & Compliance Officer with effect from April 01, 2023.

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during financial year 2023-2024.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 (âActâ), in relation to financial statements of the Company for the year ended March 31, 2024, the Board of Directors, to the best of its knowledge and ability confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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 the Company at the end of the financial year and of the profit of the 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure - C to this report.

14. PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - D.

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORSâ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directorsâ Report affecting the financial position of the Company.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements which is a part of this Annual Report.

17. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.axitacotton.com.

18. RELATED PARTY TRANSACTIONS:

All transactions with related parties are placed before the Audit Committee for its prior approval. Further, only those members of the Committee, who are Independent Directors, approve the related party transactions.

An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companyâs Policy on Related Party Transactions.

The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested. During FY2023-24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Companyâs website and can be accessed using the link: https://axitacotton.com/investor-relation/policies/.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

During the F.Y. 2023-2024, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. The information on transactions with related parties, compiled in Form AOC-2, appears at Annexure - B to this report.

19. AUDITORS:

a. Statutory Auditors and Auditorâs Report

The Statutory Auditorsâ report does not contain any qualification, reservation or adverse remark and is selfexplanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directorsâ Report under Section 143 (12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s Mistry & Shah, Chartered Accountants, Ahmedabad a partnership firm (FRN: 122702W) as Statutory Auditors of the Company at its Meeting held on March 08, 2019 to fill the causal vacancy, subject to the approval of the members of the company at ensuing AGM / EGM.

On Friday, April 12, 2019, at the Extra Ordinary General Meeting, Members of the Company, approved the appointment of M/s Mistry & Shah, Chartered Accountants, Ahmedabad a partnership firm (FRN: 122702W) for the was appointed as the Statutory Auditors of the Company, for the financial year 20182019, to fill the casual vacancy due to the resignation of M/s. Manish Dave & Co., Chartered Accountants, Ahmedabad.

As M/s Mistry & Shah, Chartered Accountants, Ahmedabad a partnership firm (FRN: 122702W) appointment was to fill the casual vacancy their tenure of appointment was came to an end on the Sixth (6^th) Annual General Meeting and they being eligible to appointed as the Statutory Auditors of the Company, in terms of the provisions of Section 139, 141, 142, 143 of the Companies Act, 2013, read with the Companies (Audit and Auditors) rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they gave their consent and the eligibility letter, dated August 16, 2019, along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

On Friday, September 27, 2019, at the 6^th Annual General Meeting, the Members of the Company, had approved the appointment of M/s Mistry & Shah, Chartered Accountants, Ahmedabad a partnership firm (FRN: 122702W), as the Statutory Auditors of the Company to hold office for the five (5) consecutive years from the conclusion of the Sixth (6 ^th) AGM till the conclusion of the Eleventh (11^th) AGM of the Company to be held in the year 2024. Later to the year 2019, M/s Mistry & Shah, Chartered Accountants, Ahmedabad a partnership firm (FRN: 122702W) was converted to Limited Liability Partnership Firm (âLLPâ) vide certificate of Incorporation on April 29, 2020 and name was amended to M/s Mistry & Shah. LLP, Chartered Accountants (Firm Registration No. 122702W / W100683).

On the recommendation of the Audit Committee and consideration of the Board of the Directors of the Company in its meeting held on September 05, 2024, a suitable Resolution is being incorporated in the Notice convening the 11^th Annual General Meeting at Item No. 4 seeking reappointment of M/s Mistry & Shah. LLP, Chartered Accountants (Firm Registration No. 122702W/W100683), as the Statutory Auditors of the Company, for the second (2^nd) consecutive term of Four (4) years from the conclusion of this of the Eleventh (11^th) AGM till the conclusion of Sixteenth (16^th) AGM of the Company to be held in the year 2029, at a remuneration as may be mutually agreed between the Board and the Statutory Auditors.

b. Cost Auditors and Cost Audit

In the financial year 2023-2024, on basis of recommendation by Audit Committee and approval of the Board of Directors of the Company at their meeting held on August 08, 2023, had approved the appointment of Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and Firm Registration No. 004346) as a Cost Auditor of the Company to audit the Companyâs Cost Records relating to manufacture of Cotton Yarn and other Products for the year 2023-2024 at a remuneration of 35,000/- (Rupees thirty Five thousand only) exclusive of GST and out of pocket expenses.

Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and Firm Registration No. 004346), Cost Accountants, Ahmedabad has carried out the cost audit for applicable businesses during the year. The Board of Directors has appointed them as Cost Auditors for the financial year 2024-2025. The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a suitable Resolution is being incorporated in the Notice convening the 11^th Annual General Meeting at Item No. 5 seeking Membersâ ratification for the remuneration payable to Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and Firm Registration No. 004346), Cost Accountants, Ahmedabad

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

c. Secretarial Auditors

Pursuant to Regulation 24A of the SEBI Listing Regulations, a report on Secretarial Compliance has been issued by M/s. SCS And CO. LLP, Practicing Company Secretaries, Ahmedabad, for the financial year ended March 31, 2024 and the same is being submitted to stock exchanges. The report is available on the website of the Company at https://axitacotton.com/investor-relation/t-secretarial-compliance-report/.

A report from the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as an Annexure - E. It does not contain any qualification, reservation or adverse remark and the Company has complied with the provisions of the Act, Rules made there under, Regulations, guidelines etc. except following;

d. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s RJ and Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration No. 004690), was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2023 -2024.

The Company continued to implement his suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. INSURANCE:

All assets of the Company including Building Plant & Machinery Stocks etc. wherever necessary and to the extent required have been adequately insured.

21. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely âwww.axitacotton.comâ containing basic information about the Company. The website of the Company is containing information like Policies Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on the website of the Company at www.axitacotton.com.

During the year under review, your Company had not received any complaint under the whistle blower policy.

23. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is required to do CSR Expenditure for the financial year 2023 -2024 as Net profit of the Company exceeded the specified threshold in the preceding financial year 2022-2023. In compliance with the provisions of Section 135, the board of Directors of the Company has formulated CSR policy and the same has been placed on the website of the Company i.e. https://axitacotton.com/investor-relation/policies/.

Pursuant to Section 135(3)(b) of the Companies Act, 2013, The Corporate Social Responsibility Committee recommended total CSR expenditure of Rs. 31,86,498/- for F.Y. 2023-2024 to the Board of Directors of the Company. Your Company had spent total amount of Rs. 54,79,530/- for F.Y. 2023-2024.

Sr. No.	Particular	Amount in Rs.
i	Two percent of average net profit of the Company as per section 135(5)	31,86,497.85
ii	Total amount spent for the Financial Year	54,79,530.00
iii	Excess amount spent for the financial year [(ii)-(i)]	22,93,032.15
iv	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	5,100.75
v	Amount available for set off in succeeding financial years [(iii)-(iv)]	22,98,132.90

The Companyâs CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure - I to this report.

24. MEETINGS OF THE COMPANY:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

Fourteen Board Meetings were held during the year under review. The dates and notices were fixed/issued well in advance in compliance with the Secretarial Standards. Meetings were held on 1) Friday, April 28, 2023, 2) Tuesday, May 23, 2023, 3) Monday, June 05, 2023, 4) Wednesday, June 21, 2023, 5) Friday, June 30, 2023, 6) Tuesday, August 08, 2023, 7) Tuesday, August 29, 2023, 8) Monday, September 04, 2023, 9) Friday, November 03, 2023, 10) Thursday, November 23, 2023, 11) Thursday, December 28, 2023, 12) Friday, January 19, 2024, 13) Friday, February 23, 2024 and 14) Wednesday, March 27, 2024 at the registered office of the Company i.e. Survey No. 324, 357, 358, Kadi - Thol Road, Borisana, Kadi, Mahesana - 382715, Gujarat, India. The Composition of Board, procedure, venue, dates, time and other details are included in the Corporate Governance Report that forms part of this Report.

25. COMMITTEE OF BOARDS:

As required by the provisions of the Act and Listing Regulations, the Company has already formed the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

The Board of Directors has constituted 5 Committees of the Board viz.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholdersâ Relationship Committee

> Corporate Social Responsibility Committee

> Risk Management Committee (w.e.f 28-04-2023 as applicable in FY 2023-2024)

Independent Directorsâ Meeting:

The Independent Directors met on Saturday, March 30, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization Programme:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structure devaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

During the year under review, the Company has also conducted familiarization of the Directors on different aspects.

26. RISK MANAGEMENT POLICY

Under the framework, the Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Risk Management Committee reviews the identified Risks and its mitigation measures annually.

The top 10 risks identified by the Company includes - 2 Strategic Risks, 7 Operational Risks & 1 Regulatory Risks. Key Strategic Risks include demand destruction / shift, geopolitical issues and reputational risks. Key Operating Risks include customer concentration, vendor concentration, availability of competent human resource, major system outages, industrial safety, sustainability and cyber security / data protection. Regulatory Risks include litigation and regulatory compliances.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website www.axitacotton.com and other details are included in the Corporate Governance Report that forms part of this Report.

Cyber Security:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companyâs technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act

27. DISCLOSURE RELATION TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details of remuneration paid during the financial year 2023-2024 to Directors and Key Managerial Personnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company at www.axitacotton.com

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

29. LISTING:

The Equity Shares of the Company listed at BSE Limited (Main Board) and National Stock Exchange of India Limited (Main Board). The Annual Listing Fees for the Financial Year 2023-2024 has been paid to BSE Limited and National Stock Exchange of India Limited and other details are included in the Corporate Governance Report that forms part of this Report.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported. Further the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DECLARATION OF INDEPENDENCE:

The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

32. ANNUAL RETURN:

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company at www.axitacotton.com

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditorsâ Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Integrated Annual Report.

34. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. During the Financial Year 2023-2024, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V (C) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance being followed by the Company is attached as Annexure -F.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of LODR, a Certificate from the Secretarial Auditor of the Company confirming the compliance of conditions of Corporate Governance is attached as Annexure - 1.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as Directors of Companies, is enclosed as Annexure - 2.

listed entityâs code of conduct. They also confirm and accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity and same have been indicated to the auditors and the Audit committee. The said Compliance Certificate is attached as Annexure - 3.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as Annexure - H.

36. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

37. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

During the Financial Year 2023-2024 and as on March 31, 2024, the Company was not fall under the Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for the reporting on Business Responsibility and Sustainability Report. However, pursuant to the SEBI vide Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 and Regulation 34(2)(f) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has prepared and Business Responsibility and Sustainability Report and same is annexed with this Director Report as Annexure - G.

38. SECRETARIAL STANDARDS:

Secretarial Standards as applicable to the Company were followed and complied with during the Financial Year 2023-2024.

39. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

40. HEALTH, SAFETY AND ENVIRONMENT:

The safety excellence journey is a continuing process of the Company. The Company provide safety environment to the employees & workers of the Company. The Company also gives safety tips to workers. The Company has given all the safety equipment to the workers. The Company also takes care of the health of the workers during their work. The Company has maintained a friendly environment so that if any employee or worker faces any problem, he can directly talk to the concerned person. The Company also checking the workers during their works.

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human Resources are vital and most valuable assets for the Company. The Company believes that Human Resources shape the success of its business vision. Your Company recognizes its employees as its greatest asset and constantly strives to create a friendly system of continuous learning to help our workforce be future ready.

Amidst the pandemic, the safety of our employees has been our top-most priority and the Company had taken several measures to ensure their well-being.

High-quality leadership talent has also been infused across all functions to build a robust talent pipeline. The Industrial Relations scenario continued to be positive across all our manufacturing locations.

42. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are its most important stakeholders. Accordingly, the Companyâs operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

43. OTHER DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

1. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

2. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director/ Whole Time Director of the Company.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

4. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

5. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the banks or financial institutions.

44. APPRECIATION & ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank Companyâs employees for their dedicated service and firm commitment to the goals & vision of the Company. Your directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the Companyâs extraordinary success in industry even in this unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers. Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

Mar 31, 2023

The Board of Directors have pleasure in presenting the 10^th (Tenth) Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in Lakh except EPS)
PARTICULARS	F.Y. 2022-2023	F.Y. 2021-2022
Revenue form Operation	55,260.28	81,767.49
Other Income	501.51	1,278.57
Total Income (Total Revenue)	55,761.79	83,046.06
Total Expenditure (Excluding Depreciation)	53,336.61	80,802.44
Profit before Financial costs, Depreciation and amortization expenses and Taxation	2,425.17	2,243.62
Less: Finance Costs	33.57	162.47
Operating profit before Depreciation and amortization expenses and Taxation	2,39 1.60	2,081.15
Less: Depreciation and amortisation	105.63	49.60
Profit before Tax	2,285.96	â 2,031.55
Less: (1) Current Income Tax	604.71	513.21
Less: (2) Income Tax (Prior Period)	0.00	0.00
Less: (3) Deferred Tax	-22.28	-22.87
4Profit after tax	1,708.74	1,541.21
EPS (Basic)	0.87	0.78
EPS (Diluted)	0.87	0.78

Note: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification / disclosure and may not be comparable with the figures reported earlier.

2. OPERATIONAL PERFORMANCE:

During the year under review, the Company recorded Revenue from Operations of ? 55,761.78 Lakhs for the F.Y. 2022-2023 as compared to ? 83,046.06 Lakhs during the previous F.Y. 2021-2022.

During the year under review, the Company achieved Earnings before Interest, Taxes, Depreciation and Amortization Expense of ? 2285.96 Lakhs for the F.Y. 2022-2023 as compared to ? 2031.55 Lakhs during the previous F.Y. 2021-2022.

During the year under review, the Company achieved Profit after Taxation of ? 1708.74 Lakhs for the F.Y. 2022-2023 as compared to ? 1541.21 Lakhs during the previous F.Y. 2021-2022.

Export Sales for the F.Y. 2022-2023 was ? 8,155.29 Lakhs as compared to ? 25,389.69 Lakhs for the F.Y. 2021-2022.

3. TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

4. DIVIDEND:

The Board of Directors, recommended final dividend of ? 0.50/- per Equity Share of ? 10/- each for the previous financial year 2021-2022 amounting to ? 98.28 Lakhs and same was approved by the Members at their Annual General Meeting (AGM) of the Company. Out of above declared Dividend Rs. 3,206/-, which was remained unpaid was transferred within 30 days from the date of declaration of Dividend, to the Unpaid Dividend Account as per the sub-section (3) of section 124 of the Companies Act, 2013.

In the financial year 2022-2023, the Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, has not recommended any Dividend for the year under review.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âSEBI Listing Regulationsâ) the Board of Directors of the Company (the âBoardâ) formulated and adopted the Dividend Distribution Policy (the âPolicyâ).

The Policy is available on our website at www.axitacotton.com.

5. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

6. SHARE CAPITAL:

Authorized Capital:

The Authorised Share Capital of the Company as on March 31, 2023 was ? 30,00,00,000 (Rupees Thirty Crores Only) divided into 300000000 (Thirty Crores) equity shares of ? 1/- each.

Issued, Subscribed & Paid-up Capital:

As on March 31, 2023 the Issued, Subscribed and fully Paid-up Capital of the Company stood at ? 19,65,60,000/- (Rupees Nineteen Crores Sixty Five Lakh Sixty Thousand Only) divided into 19,65,60,000 (Nineteen Crores Sixty Five Lakh Sixty Thousand) Equity Shares of ? 1/- each.

7. CHANGES IN CAPITAL STRUCTURE:

As on April 01, 2022 the issued, subscribed and fully paid up capital of the Company stood at ? 19,65,60,000 /- (Rupees Nineteen Crores Sixty Five Lakh Sixty Thousand Only) divided into 19,65,60,000 (One Crores Ninety Six Lakh Fifty Six Thousand) Equity Shares of 10/- each.

During the year under review there was change in the Capital Structure of the Company due to Sub-division of Equity Shares of the Company. The brief details of the same are as follows:

On Friday, August 12, 2022, the Board of Directors of the Company, considered and approved the proposal for sub-division of 1 (one) equity share of the Company having face value of ?10/- each into 10 (Ten) equity shares of the Company having face value of ?1/- each (âsub-divisionâ) and consequential amendments in the Capital Clause of the Memorandum of Association of the Company and Articles of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the 9^th Annual General Meeting held on September 27, 2022. The Record Date for the sub-division was set as October 21, 2022 and consequently, the face value of the equity shares of the Company (fully paid-up and partly paid-up) was sub-divided to ?1/- each from ?10/- each.

Accordingly, As on March 31, 2023 the Issued, Subscribed and fully Paid-up Capital of the Company stood at ? 19,65,60,000 /- (Rupees Nineteen Crores Sixty Five Lakh Sixty Thousand Only) divided into 19,65,60,000 (Nineteen Crores Sixty Five Lakh Sixty Thousand) Equity Shares of ? 1/- each.

CHANGES IN CAPITAL STRUCTURE POST REPORTING PERIOD

On May 23, 2023, the Board of Directors of the Company, considered and approved the proposal for buyback of 900000 (Rupees Nine Lakh Only) fully paid-up Equity Shares having a face value of ? 1/-(Rupees One Only) each (âEquity Sharesâ) of Axita Cotton Limited (hereinafter referred as âthe Companyâ) at a price of ? 56/- (Rupees Fifty Six Only) per Equity Share for an aggregate amount not exceeding ? 5,04,00,000/- (Rupees Five Crore Four Lakh Only) (âBuyback Sizeâ), on a proportionate basis through tender offer route (âBuybackâ), pursuant to the applicable provisions under the Companies Act, 2013 (including the rules and regulations framed thereunder), Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (âBuyback Regulationsâ)

The Record Date for the Buyback was set as June 02, 2023 and consequently, as on June 30, 2023, the Issued, Subscribed and fully Paid-up Capital of the Company stood at ? 19,56,60,000/- (Rupees Nineteen Crores Fifty Six Lakh Sixty Thousand Only) divided into 195660000 (Nineteen Crores Fifty Six Lakh Sixty Thousand) Equity Shares of ? 1/- each, due to bought back of 900000 fully paid-up Equity Shares of the Company.

During the year under review, the following no. issue have been made through following procedure in the Company:

> DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year 2022-2023, the Company has not issued any Equity Shares with differential rights during the year.

> DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES ISSUED

During the Financial Year 2022-2023, the Company has not issued any Sweat Equity Shares during the year.

> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION

During the Financial Year 2022-2023, the Company has not issued any Employee Stock Option Scheme during the year.

> DISCLOSURE REGARDING SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

During the Financial Year 2022-2023, the Company does not hold any shares in any trust for the benefit of employees.

> DISCLOSURE REGARDING ISSUE / REDEMPTIONS OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

During the Financial Year 2022-2023, the Company has neither issued nor redeem any NonConvertible Debentures through private placement.

> DISCLOSURE REGARDING ISSUE OF WARRANT

During the Financial Year 2022-2023, the Company has not issued any warrants for any issue by way of preferential allotment, private placement, public issue.

8. CHANGE IN NATURE OF BUSINESS:

During the Financial Year 2022-2023, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

The Company is in Manufacturing sector, it is engaged in Cotton Bales Manufacturing. The Company is also involved in Trading and Export of Raw Cotton Bales and Cotton Seeds.

To carry on in India or elsewhere the business of manufacturing, processing, producing, washing, dyeing, ginning, pressing, spinning, weaving, crimping, texturising, carding, bleaching, combing, doubling, finishing, calendering, sizing, colouring, printing, mercerizing, reeling, winding, throwing, embroidering, blending, sorting, garneting, stretching, drying, drawing, cutting, improving buying, selling, reselling, importing, exporting, transporting, storing, fabricating, developing, marketing, or supplying, and to act as broker, trader, agent, C & F agent, distributor, representaitive, consultant, collaborator, adatia, stockiest, liasioner, job worker, export house or otherwise to deal in all types of textile goods dress materials, fabrics, cloths, yarns, such as nets, matting, hosiery, plastic clothes, water proof fabrics, paviiners, americal clothes, limitation leather and rubber cloths, tenis, durries, newar, ropes, rugs, furnishing cloths, tapestries, curtain cloths, blankets, carpets, carpet backing, gloves, laces, terry fabrics, velvet, georgette, gabardine, pashminas, floor cloths, twid, patto, canvas, khaddar, denim, stone wash, suitings, shirting, sarees and other similar items made on powerloom, handloom or oil mills by man made or natural materials like cotton, flax, hemp, linen, wool, nylon, viscose, ramie, polyester, silk, artsiik, rayon, jute, staple fibres, cashmilon, filaments, terecotton, monofilaments, multifilaments, acrylics, polynosic, polypropylene, polymide, polymethane, cellulose, dropping, spun or other fibrous substances or any combination thereof available at present and as may be invented in future.

9. CHANGE IN THE REGISTERED OFFICE:

However, on January 06, 2023, the Board of Directors of the Company at their Meeting, considered and approved the proposal of shifting & maintenance of books of accounts at place other than its registered office to Rannade House, First Floor, Opp. Sankalp Grace 3, Near Ishan Bunglows, Shilaj, Ahmedabad -380059, Gujarat, India, where all or any books of account and papers are maintained.

10. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

11. PUBLIC DEPOSITS:

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time).

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company is well supported by the knowledge and experience of its Directors and Executives.

The composition of the Board of Directors as on the date of this report set out below:

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Directorship²	No. of Committee¹in which in which Director is Director is Members Chairman		No. of Shares held as on March 31, 2023
Mr. Nitinbhai Patel	Chairman cum Managing Director	October 16, 2018	4	-	-	7,00,51,487
Mr. Kushal Patel	Managing Director	October 16, 2018	4	-	-	5,70,61,087
Mr. Kunjal Soni	Independent Director	February 22, 2022	3	4	2	0
Mr. Vinod Rana	Independent Director	February 22, 2022	1	2	1	0
Ms. Apeksha Vyas ³	Independent Director	June 30, 2022	4	7	1	0
Mr. Dixit Shah⁴ & 5	Independent Director	August 22, 2022	1	-	0	0
Mr. Utsav Trivedi ^{1 2}	Additional Independent Director	June 30, 2023	1	-	0	0

1. Committee includes Audit Committee and Shareholdersâ Grievances Committee across all Public Companies including Axita Cotton Limited.

2. Excluding LLPs, Section 8 Company & struck of Companies. Total Directorship includes Axita Cotton Limited also.

3. Ms. Apeksha Vyas was appointed by Board of Directors as an Additional Director (Independent NonExecutive) of the Company with effect from i.e., from June 30, 2022. The Members at their 9^th Annual General Meeting (AGM) held on Tuesday, September 27, 2022, approved regularisation of Ms. Apeksha Vyas as an Independent Non-Executive Director of the Company for a period of 5 (Five) years w.e.f. June 30, 2022.

4. Mr. Dixit Shah was appointed as an Additional Director (Independent Non-Executive) w.e.f August 22, 2022. The Members of the Company has been regularisation as an Independent Director for a term of 5 (five) consecutive years with effect from August 22, 2022, and hold office for a term up to August 21, 2027. The Members at their 9^th Annual General Meeting (AGM) held on Tuesday, September 27,

2022, approved regularisation of Mr. Dixit Shah as an Independent Non-Executive Director of the Company for a period of 5 (Five) years w.e.f. August 22, 2022.

6. Mr. Mr. Utsav Trivedi was appointed as an Additional Director (Independent Non Executive) w.e.f June 30, 2023 for a term of 5 (five) consecutive years with effect from June 30, 2023 and hold office for a term up to June 29, 2028.

The composition of Board complies with the requirements of the Companies Act, 2013 (âActâ). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

During F.Y. 2022-2023, the Board of Directors of the Company comprised of:

> 6 (Six) Directors upto March 31, 2023

> 6 (Six) Directors from April 01, 2022

Out of 6 (Six) Directors on the Board, 2 (Two) were Executive Directors and remaining 4 (Four) were Independent Directors.

Total Directors upto March 31, 2023:
Executive Directors: 1. Nitinbhai Govindbhai Patel (Chairman Cum Managing Director) 2. Kushal Nitinbhai Patel (Managing Director)	Total 2	Percentage (%) 33.33%
Non-Executive Directors: 1. Kunj al Jayantkumar Soni (Independent Director) 2. Vinod Kanubhai Rana (Independent Director) 3. Ms. Apeksha Vyas (Independent Director) 4. Mr. Dixit Shah (Independent Director)	1 olal 4	Percentage (%) 66.67%
	6	100.00%

Thus, composition of the Board is in conformity with Regulation 17 of the Listing Regulations

The Company has received declarations of independence as stipulated under section 149(6) and 149(7) of the Act and regulation 16(1)(b) and 25 of the Listing Regulations from Independent Directors confirming that they are not disqualified for continuing as an Independent Director. There has been no change in the circumstances affecting their status as an Independent Director of the Company.

The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respective limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time

The necessary disclosures regarding Committee positions have been made by all the Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI/Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such positing in terms of Regulation (10)(i) of Part C of Schedule V of Listing Regulations.

Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:

Key Managerial Personnel List as on that of this report set out below:

Sr. No.	Name	Designation
1.	Mr. Nitinbhai Govindbhai Patel	Chairman Cum Managing Director
2.	Mr. Kushal Nitinbhai Patel	Managing Director
3.	Mr. Harsh Kalpeshbhai Shah	Chief Financial Officer
4.	Mr. Deepakkumar Kushalchandra Chaubisa * (Upto March 31, 2023)	Company Secretary & Compliance Officer

	Mr. Shyamsunder Kiranbhai Panchal ** (W.e.f. March 31, 2023)	Company Secretary & Compliance Officer

* Mr. Deepakkumar Kushalchandra Chaubisa has resigned from the post of a Company Secretary & Compliance Officer of the Company and there upto March 31, 2023.

** Mr. Shyamsunder Kiranbhai Panchal has been appointed as a Company Secretary & Compliance Officer with effect from April 01, 2023.

13. DIRECTORSâ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during financial year 2022-2023.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 (âActâ), in relation to financial statements of the Company for the year ended March 31, 2023, the Board of Directors, to the best of its knowledge and ability confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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 the Company at the end of the financial year and of the profit of the 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure - C to this report.

15. PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - D.

The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORSâ REPORT

There were no material changes and commitments between the end of the financial year of the Company to which the Financial Statements relates and date of Directorsâ Report affecting the financial position of the Company.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements which is a part of this Annual Report.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companyâs Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.axitacotton.com.

19. RELATED PARTY TRANSACTIONS:

During the F.Y. 2022-23, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and as per Listing Regulations. The information on transactions with related parties, compiled in Form AOC-2, appears at Annexure - B to this report.

20. AUDITORS:

a. Statutory Auditors and Auditorâs Report

M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad (Firm registration number: 122702W) were appointed as Statutory Auditor of your Company at the 6^th (Sixth) Annual General Meeting held on September 27, 2019 to hold office as such from the conclusion of the 6^th (Sixth) Annual General Meeting till the conclusion of 11^th (Eleventh) Annual General Meeting of the Company.

The Statutory Auditorsâ report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directorsâ Report under Section 143 (12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

b. Cost Auditors and Cost Audit

In the financial year 2022-23, the requirement of Cost Audit was not applicable to our Company. Hence, the Company did not appoint a Cost Auditor.

However, post Financial Year 2022-2023, on basis of the Accounts of the Company, it requires to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly the Board of Directors at their meeting held on August 08, 2023, as recommended by Audit Committee, had approved the appointment of Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and Firm Registration No. 004346) as a Cost Auditor of the Company to audit the Companyâs Cost Records relating to manufacture of Cotton Yarn and other Products for the year 2023 -2024 at a remuneration of 35,000/- (Rupees thirty Five thousand only) exclusive of GST and out of pocket expenses.

The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter relating to their remuneration had been included in the Notice convening the 10^th Annual General Meeting scheduled to be held on September 30, 2023, for ratification by the Members.

c. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SCS And CO. LLP, Practicing Company Secretaries, Ahmedabad as Secretarial Auditors of the Company for the F.Y. 2022-2023 to conduct Secretarial Audit and the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report for the financial year 2022-2023 is annexed to this report as an Annexure -E. The Secretarial Auditorsâ report does not contain any qualification, reservation or adverse remark and is self-explanatory and thus does not require any further clarifications / comments.

d. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 Mr. Harsh Alpeshkumar Desai, Chartered Accountant (Membership No: 600252) was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2022-2023.

The Company continued to implement his suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Further, as the Company migrated to main board and listed on both BSE and NSE, the Board recommended an independent agency R J and Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration No. 004690) as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2023-2024.

21. INSURANCE:

All assets of the Company including Building Plant & Machinery Stocks etc. wherever necessary and to the extent required have been adequately insured.

22. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely âwww.axitacotton.comâ containing basic information about the Company. The website of the Company is containing information like Policies Shareholding Pattern Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companyâs Code of Conduct. This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.axitacotton.com.

24. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135(3)(b) of the Companies Act, 2013, The Corporate Social Responsibility Committee recommended total CSR expenditure of ? 16,94,899/- for F.Y. 2022-2023 to the Board of Directors of the Company. Your Company had spent total amount of ? 16,94,899/- for F.Y. 2022-2023.

Total Actual Amount to be spent in F.Y. 2022-2023 (as per requirement of the Act)		? 16,94,899/-
Total Amount had spent in F.Y. 2022-2023		? 16,00,000/-
Amount Adjusted from Excess Amount Spent in previous financial year 2021-2022		? 1,00,000/-

The Companyâs CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended March 31, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure - I to this report.

25. MEETINGS OF THE COMPANY:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

Eleven Board Meetings were held during the year under review. The dates and notices were fixed/issued well in advance in compliance with the Secretarial Standards. Meetings were held on 1) Monday, April 25, 2022, 2) Thursday, June 16, 2022, 3) Thursday, June 30, 2022, 4) Friday, August 12, 2022, 5) Monday, August 22, 2022, 6) Monday, November 14, 2022, 7) Wednesday, December 28, 2022, 8) Friday, January 06, 2023, 9) Saturday, January 28, 2023, 10) Monday, February 27, 2023 and 11) Friday, March 31, 2023 at the registered office of the Company i.e. Survey No. 324, 357, 358, Kadi - Thol Road, Borisana, Kadi, Mahesana - 382715, Gujarat, India. The Composition of Board, procedure, venue, dates, time and other details are included in the Corporate Governance Report that forms part of this Report.

26. COMMITTEE OF BOARDS:

As required by the provisions of the Act and Listing Regulations, the Company has already formed the following Committees, the details of which are disclosed in the Report on Corporate Governance forming part of this Report.

The Board of Directors has constituted 5 Committees of the Board viz.

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholdersâ Relationship Committee

> Corporate Social Responsibility Committee

> Risk Management Committee (w.e.f 28-04-2023 as applicable in FY 2023-2024)

27. RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The policy envisages identification of risk and procedures for assessment and strategies to mitigate / minimisation of risk thereof. The Risk Management Policy of the Company is available at the Companyâs website www.axitacotton.com and same is annexed to this Report as Annexure - A.

28. RISK MANAGEMENT:

During the Financial Year 2022-2023, the Company was exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. board is fully aware of Risk Factor and is taking preventive measures wherever required.

However, in the basis of annual report as on March 31, 2023, the regulation is now applied to the Company and accordingly the Company has formulated the Risk Management Policy which indicates Company''s standards for risk taking while conducting business and to provide an easy-to-access guide any time you have a question. The Risk Management Committee will currently cover Market Risk, Credit Risk, Process Risk and other risks as detailed in these documents. Each risk is covered within this Policy. This Policy will apply across all products, throughout the Organisation.

The composition of the Risk Management Committee:

Name of Director / Member	Category	Designation
Mr. Kushal Nitinbhai Patel (W.e.f. April 28, 2023)	Independent Director	'' Chairperson
Mr. Nitinbhai Govindbhai Patel (W.e.f. April 28, 2023)	Managing Director	Member
Mr. Kunjal Jayantkumar Soni (W.e.f. April 28, 2023)	Independent Director	Member
Ms. Vinod Kanubhai Rana (W.e.f. April 28, 2023)	Independent Director	Member

The Companyâs risk management system is designed to identify the potential risks that can impact the business and device a framework for its mitigation along with periodical reviews to reflect changes in market conditions and the companyâs activities. The Companyâs Board of Directors has the overall responsibility of the establishment and oversight of risk management framework. The Audit Committee and Risk management committee periodically review the execution of risk management plan and advice the management wherever necessary

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

29. DISCLOSURE RELATION TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details of remuneration paid during the financial year 2022-2023 to Directors and Key Managerial Personnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company at www. axitacotton. com

30. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

31. LISTING:

The Equity Shares of the Company listed at BSE Limited (Main Board) and National Stock Exchange of India Limited (Main Board). The Annual Listing Fees for the Financial Year 2022-23 has been paid to BSE Limited and National Stock Exchange of India Limited.

32. MIGRATION:

Pursuant to Regulation 280(2) read with Regulation 277 under Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations, 2018 and the SEBI (LODR) Regulations, 2015, the members of the Company, passed Special Resolution through Postal Ballot process on March 25, 2022 and approved for migration of Securities of the Company from SME Platform of BSE Limited to the Main Board of BSE and NSE. The Company received In Principle Approval for migration of securities from SME to Main Board of BSE on June 08, 2022 and on NSE on June 15, 2022 and approval for listing of equity shares on Capital Market Segment (Main Board) of BSE and on NSE on June 17, 2022. The equity shares of the Company got listed and admitted to dealings on the BSE and NSE (Capital Market Segment) with effect from June 21, 2022.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported. Further the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. DECLARATION OF INDEPENDENCE:

The Company has received necessary declarations from each of the Independent Directors to the effect that they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year. The Board has assessed the veracity of the same to their satisfaction.

The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

35. ANNUAL RETURN:

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company at www.axitacotton.com

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control system which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Company has an Internal Audit Department with adequate experience and expertise in internal controls, operating system and procedures.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company.

During the year such controls were tested and no material discrepancy or weakness in the Companyâs internal controls over financial reporting was observed.

37. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. During the Financial Year 2022-2023, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements regarding Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015. As required under Schedule V (C) of SEBI (LODR) Regulations, 2015, a report on Corporate Governance being followed by the Company is attached as Annexure - F.

No complaints had been received pertaining to sexual harassment, during the year under review. The relevant statutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are available at Point No: 10(l) of Corporate Governance Report.

As required under Schedule V (E) of LODR, a Certificate from the Secretarial Auditor of the Company confirming the compliance of conditions of Corporate Governance is attached as Annexure - 1.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Secretarial Auditor that none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as Directors of Companies, is enclosed as Annexure - 2.

As required under Regulation 17(8) read with as specified in Part B of Schedule II of LODR, Compliance Certificate furnished by Managing Director and Chief Financial Officer regarding the reviewed of financial statements and the cash flow statement for the year and certified that to the best of their knowledge there are no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entityâs code of conduct. They also confirm and accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity and same have been indicated to the auditors and the Audit committee. The said Compliance Certificate is attached as Annexure - 3.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management

Discussion and Analysis Report is presented in a separate section forming part of this Annual Report as Annexure - H.

39. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

40. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

During the Financial Year 2022-2023, the Company has been exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. However, pursuant to the Stock exchange report dated March 31, 2023, your Company is entered into the club of top 1000 Listed Company and accordingly Business Responsibility and Sustainability Report applicable to your Company and same is annexed with this Director Report as Annexure - G.

41. SECRETARIAL STANDARDS:

Secretarial Standards as applicable to the Company were followed and complied with during the Financial Year 2022-2023.

42. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

43. HEALTH, SAFETY AND ENVIRONMENT:

The safety excellence journey is a continuing process of the Company. The Company provide safety environment to the employees & workers of the Company. The Company also gives safety tips to workers. The Company has given all the safety equipment to the workers. The Company also takes care of the health of the workers during their work. The Company has maintained a friendly environment so that if any employee or worker faces any problem, he can directly talk to the concerned person. The Company also checking the workers during their works.

44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Human Resources are vital and most valuable assets for the Company. The Company believes that Human Resources shape the success of its business vision. Your Company recognizes its employees as its greatest asset and constantly strives to create a friendly system of continuous learning to help our workforce be future ready.

Amidst the pandemic, the safety of our employees has been our top-most priority and the Company had taken several measures to ensure their well-being.

High-quality leadership talent has also been infused across all functions to build a robust talent pipeline. The Industrial Relations scenario continued to be positive across all our manufacturing locations.

45. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are its most important stakeholders. The Company accords top priority for creating and enhancing shareholders value. All the Companyâs operations are guided and aligned towards maximizing shareholders value. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

46. OTHER DISCLOSURES:

1. The Company had not accepted any deposits as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

2. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

3. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. There was no one time settlement entered into with the Banks or Financial Institutions.

47. APPRECIATION & ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank Companyâs employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Directors take this opportunity to thank our customers for their continued loyalty with our products which has resulted in the Company â s extraordinary success in industry even in this unprecedented times. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from the shareholders, investors and bankers. Further we would also like to acknowledge the support and assistance extended by the Regulatory Authorities such as SEBI, Stock Exchanges and other Central & State Government authorities and agencies, Auditors, Registrars, Legal Advisors and other consultants. We look forward to continued support of all them in future as well.

Mr. Dixit Shah was resigned from the post of Independent Non-Executive Director w.e.f. June 30,

2023.

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