Your Directors hereby presenting their 13th Annual Report of your Company on the business and operations of theCompany and the Audited Financial Statements for the financial year ended March 31, 2026.
1. PERFORMANCE HIGHLIGHTS (STANDALONE)
Your Company has performed during the reporting period as follows:
Particulars
FY 2025-26
FY 2024-25
Revenue from operations
2,11,53,19,672.00
2,00,91,41,654.00
Other income
4,69,23,569.00
4,71,38,616.00
Total revenue
2,16,22,43,241.00
2,05,62,80,270.00
EBITDA
12,40,76,579.00
12,57,94,612.00
Less:
Finance Costs
3,22,73,851.00
4,26,99,803.00
Depreciation
5,43,43,210.00
6,36,57,076.00
Profit before tax, exceptional and extraordinary items
3,74,59,519.00
1,94,37,733.00
Add/(Less): Exceptional/Extraordinary income/(expense)
0.00
Profit before tax
Less: Taxes on income
2,46,51,437.00
10,56,659.00
Current Tax
67,50,000.00
35,00,000.00
Deferred tax
1,79,01,437.00
(24,43,341.00)
Profit after tax
1,28,08,082.00
1,83,81,074.00
EPS - Basic
0.51
0.74
EPS - Diluted
Note: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with thecurrent year’s classification/disclosure.
Company’s Performance
The Total income from Operations (net) of the Company for the year under review is Rs. 2,11,53,19,672 ascompared to Rs. 2,00,91,41,654 of the previous year. Revenue from Operations is increase by approx. 5.28% ascompared to previous year. Profit for the year stood at Rs. 1,28,08,082 as compared to profit of Rs. 1,83,81,074in the previous year.
During the reporting year, the Company experienced a decline in profitability of approximately 30.31%compared to the previous year.
Transfer To Reserves
Your Directors do not propose to transfer any amount to the General Reserves. Full amount of profit carried toreserve & Surplus account of the Company.
2. SHARE CAPITAL
During the year under review, no changes were carried out in the authorized and paid-up share capital of theCompany. The Present Capital of the company is as follows:
Authorised Share Capital
The Authorised Share Capital of the Company as at 31st March, 2026 was Rs. 25,00,00,000.00 consists of2,50,00,000 equity shares of Rs. 10 each.
Issued Paid Up and Subscribed Capital
The Issued, Paid Up and Subscribed Share Capital of the Company as at 31st March, 2026 was Rs.25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.
3. DIVIDEND
In the reporting financial, the Company opted to conserve funds; accordingly, the Board of Directors has notrecommended any dividend for the financial year Year 2025-26.
4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO -
(Pursuant to Section 134 (3) (m) of the Companies (Accounts) Rules, 2014 and rules made there under)
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy: The Company has taken measures and applied strict
control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy withminimum extent possible wastage as far as possible. The day to day consumption is monitored and various waysand means are adopted to reduce the power consumption in an effort to save energy.
ii. ) The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any
step for utilizing alternate sources of energy.
iii. ) The capital investment on energy conservation equipment: During the year under review, Company has not
incurred any capital investment on energy conservation equipment.
B. Technology absorption -
i. ) The effort made towards technology absorption: The Company has not imported any technology and hence
there is nothing to be reported here.
ii. ) The benefit derived like product improvement, cost reduction, product development or import
substitution: None
iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None
iv. ) The expenditure incurred on Research and Development: During the year under review, the Company has
not incurred any Expenditure on Research and Development
C. Foreign Exchange Earnings & Expenditure:
i.) Details of Foreign Exchange Earnings: (in ? )
Sr. No.
F.Y. 2025-26
F.Y. 2024-25
1.
Foreign Exchange Earnings
-
ii.) Details of Foreign Exchange Expenditure:
Foreign Exchange Expenditure
Rs. 4,71,45,463
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiaries, joint ventures or associates in the period under review.
6. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
There has been no significant events occurred after preparation of the balance sheet.
7. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company in the period under review.
8. CHANGE IN THE REGISTERED OFFICE
There has been no change in the registered office of the Company in the period under review.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELConstitution of Board:
As on the date of this report, the Board comprises of following Directors;
Name of Director
Category
Cum
Designation
Date ofOriginalAppointment
Date ofAppointmentat currentTerm
Total
Directorship2including ourCompany
No. of Committee1
No. ofSharesheld as onMarch 31,2026
in whichDirector isMember
in whichDirector isChairman
Mr. RameshkumarJivrajbhai Ranipa
Chairman &Whole-timeDirector
May 08,2020
September25, 2025
4
1,47,82,700
Mr. JitendrabhaiGopalbhai Raiyani
Executive
Director
August 06,2020
October 01,2022
2
36,95,680
Mr. PankajBecharbhai Bhimani
Whole-time
1
NIL
Mr. RohankumarJitendrabhai Raiyani
Managing
Mr. Hiteshkumar
Chhaganbhai
Chaniyara
Non-Executive
Independent
July 29,2020
July 29, 2025
Ms. JyotiJashvantray Kataria
July 30,2020
July 30, 2025
0
Mr. Rutvikkumar
Prabhudas
Bhensdadiya
September03,2021
September03, 2021
Mr. ChandrakantBhimjibhai Gopani
1 Committee includes Audit Committee and Stakeholder’s Relationship Committee across all Public Companies.
2 Excluding LLPs, Section 8 Company & Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance ofRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),the Company is exempted from the requirement of having composition of Board as per Regulation 17 of ListingRegulations.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number oftheir directorship is within the limits laid down under section 165 of the Companies Act, 2013.
10. DISCLOSURE BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1,intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conductof the Company.
11. AUDITORS’ QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS IN THE AUDITORS’REPORT
The Auditors Report contains unmodified opinion on the financial statements for the period ended March 31,2026. The statements made by the Auditors in their Report are self-explanatory and do not call for any furthercomments.
12. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of the Companies Act, 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Company was not required to comply with the requirement of CSR (Corporate SocialResponsibility) provisions for the Financial 2025-26 as the company had profit of only Rs. 1,83,81,074 & alsonetworth and turnover was below the threshold limits in the Previous FY 2024-25. Annual Report on CorporateSocial Responsibility is attached as Annexure-A to the Board Report.
13. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return of the Company as on March 31, 2026 is available on the Company’s website and can beaccessed athttps://angelfibers.com/investor/
14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called &convened, as and when required, to discuss and decide on various business policies, strategies and otherbusinesses
During the year under review, 6 Board meetings were convened and held, details of which are as follows:
Date of Board meeting
No. of Directors entitledto attend the meeting
No. of Directors present
01
28-05-2025
07
02
28-08-2025
08
03
25-09-2025
04
06-11-2025
05
13-11-2025
06
02-03-2026
Number ofBoardMeetingheld
Number ofBoardMeetingsEligible toattend
Number ofBoardMeetingattended
Presence at theprevious AGMof F.Y. 2024¬2025 held on
20/09/2025
Rameshkumar Jivrajbhai Ranipa
YES
Jitendrabhai Gopalbhai Raiyani
NO
Pankajbhai Becharbhai Bhimani
Rohankumar Jitendrabhai Raiyani
Hiteshkumar Chhaganbhai Chaniyara
Jyoti Jashvantray Kataria
Rutvikkumar Prabhudas Bhensdadiya
Chandrakant Bhimjibhai Gopani
15. GENERAL MEETINGS
During the year under review, only one meeting of members was held and that was Annual General Meetingsheld on 20th September, 2025.
16. INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under Section 149 (7) of theact that they meet the criteria of independence laid down in Section 149 (6) of the Act. In the opinion of theBoard, all our Independent Directors possess requisite qualifications, experience, expertise including theProficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)Rules, 2014.
A separate meeting of Independent Directors was held on 02nd March, 2026 to review the performance of Non¬Independent Directors and Board as whole and performance of chairperson of the Company includingassessment of quality, quantity and timeliness of flow of information between Company management andBoard.
17. INFORMATION ON DIRECTORATE
During the year under review, there were no change in constitution of the Board of Directors of the Company.
In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act,2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Pankaj Becharbhai Bhimani(DIN: 08818741) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, haveoffered himself for re-appointment.
18. DETAILS OF KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, during the FY 2025-26, the Company had, Mr.Rameshkumar Jivrajbhai Ranipa, Chairman and Whole Time Director, Mr. Pankaj Becharbhai Bhimani, WholeTime Director, Mr. Rohankumar Jitendra Raiyani, Managing Director, Mr. Ashish Dhirajbhai Desai, ChiefFinancial officer and Ms. Reena Jayantilal Kanabar as Company Secretary and Compliance Officer of theCompany as Key Managerial Personnel.
19. PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance board committees andindividual 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 basisof the criteria such as the board composition and structure effectiveness of board processes information andfunctioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committeemembers on the basis of the criteria such as the composition of committees, effectiveness of committeemeetings etc.
The Board and the Nomination and Remuneration Committee and Independent Directors in their separatemeeting has reviewed the performance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman wasalso evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors,performance of the board as a whole and performance of the chairman, taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors, at which the performance of the board, its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done by the entire board,excluding the independent director being evaluated.
20. COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of whichare given hereunder.
A. Audit Committee: -
The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of theCompanies Act, 2013.
During the year under review, the Audit Committee met 5 (Five) times during the Financial Year 2025-26, on28-05-2025, 28-08-2025, 25-09-2025,06-11-2025 and on 13-11-2025.
The composition of the Committee and the details of meetings attended by its members are given below:
Name of the Directors
Number of meetings during theFinancial Year 2025-26
Held
Eligibleto attend
Attended
Mr. HiteshkumarChhaganbhai Chaniyara
Non-ExecutiveIndependent Director
Chairperson
5
Ms. Jyoti JashvantrayKataria
Member
Executive Director
The Statutory Auditors & Chief Financial Officer of the Company are invited in the meeting of the Committeewherever requires. Further, the Company Secretary of the Company is acting as Company Secretary to the AuditCommittee.
Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.
Other information
Executives from Accounts, Finance and Secretarial Departments and representatives of Statutory and InternalAuditors invited to attend Audit Committee Meetings as and when required.
The Chairman of the Audit Committee was absent at the previous Annual General Meeting of the Companyheld on 20th September, 2025.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policyenables the employees to report to the management instances of unethical behaviour actual or suspected fraud orviolation of Company’s Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns orgrievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of suchmechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company athttps://angelfibers.com/wp-content/uploads/2022/11/WHISTLE-BLOWE-POLICY.pdf
B. Stakeholder’s Relationship Committee:-
The Stakeholder’s Relationship Committee had duly formed mainly to focus on the redressal of Shareholders’ /Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non -receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to theBoard on a quarterly basis regarding the status of redressal of complaints received from the shareholders of theCompany.
During the year under review, Stakeholder’s Relationship Committee met 4 (Four) times on 28-05-2025, 28-08¬2025, 06-11-2025 and on 02-03-2026. The composition of the Committee and the details of meetings attended byits members are given below:
executive Director
The Company Secretary of the company acts as secretary for the Committees & was present in meetings ofStakeholder’s Grievance & Relationship Committee held during the year.
During the year under review, the Company had not received any complaint.
C. Nomination and Remuneration Committee
The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 ofthe Companies Act 2013. Nomination and Remuneration Committee meetings are generally held foridentifying the persons who are qualified to become Directors and may be appointed in senior management andrecommending their appointments and removal.
During the year under review Nomination and Remuneration Committee met 02 (two) times on 28-08-2025and on 02-03-2026. The composition of the Committee and the details of meetings attended by its members aregiven below:
Mr. RutvikkumarPrabhudas Bhensdadiya
D. Corporate Social Responsibility Committee
The Corporate Social Responsibility committee had duly formed in line with the provisions of Section 135 ofthe Companies Act 2013.
During the year under review Corporate Social Responsibility committee met 01 (one) time i.e. on 28-08¬2025. The composition of the Committee and the details of meetings attended by its members are given belowo
Mr. Jitendrabhai GopalbhaiRaiyani
As per the provisions of the Companies Act, 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, the Company was not required to comply with the requirement of CSR (Corporate SocialResponsibility) provisions for the Financial 2025-26 as the company had profit of only Rs. 1,83,81,074 & alsonetworth and turnover was below the threshold limits in the Previous FY 2024-25. However, company decidednot to dissolve the CSR committee.
21. NOMINATION AND REMUNERATION POLICY
The Board of Directors has formulated a Policy to create a high-performance culture. It enables the Company toattract motivated and retained manpower in competitive market, and to harmonize the aspirations of humanresources consistent with the goals of the Company. The policy lays down a framework for selection,appointment of Directors and Senior Management and for determining qualifications, positive attributes andindependence of Directors. The Board has also formulated a Policy relating to remuneration of Directors,members and Senior Management and Key Managerial Personnel.
The Company pays remuneration by way of salary, benefits, perquisites and allowances to its ExecutiveDirectors and Key Managerial Personnel.
The policy is placed on the website of the company athttps://angelfibers.com/wp-content/uploads/2023/02/NOMINATION-REMUNERAION-POLICY.pdf
22. REMUNERATION OF DIRECTORS
The details of remuneration paid during the Financial Year 2025-26 to Directors of the Company is provided inForm MGT-7 available on website of the company athttps://angelfibers.com/investor/
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loan given, investments made, guarantees given and securities provided covered under theprovisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for Related Party Transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm’s Length. There were no contracts, arrangements or transactions which wasexecuted not in ordinary course of business and/or not at arm’s length basis. Further, there were no related partytransactions with the Company’s Promoters, Directors, Management or their relatives, which could have had apotential conflict with the interests of the Company.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’sLength basis. There were no Material Related Party Transactions, i.e. transactions exceeding 10% of the annualconsolidated turnover as per the last audited financial statement, except as mentioned in AOC-2 attached withthe report as Annexure - B.
Although approval of the shareholders was taken under the provisions of Section 188 of the Companies Act,2013 and the rules made thereunder and as amended from time-to-time inspite of transactions with related partyin the ordinary course of business and at the arm’s length basis as an abundant precautionary measure. Membersmay refer to the notes to the accounts for details of related party transactions entered as per AccountingStandard - 18.
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company hasformulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related PartyTransactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web -link:https://angelfrbers.com/wp-content/uploads/2024/09/RELATED-PARTY-TRANSACTIQN-1.pdf. ThePolicy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
25. PARTICULARS OF EMPLOYEESDisclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rules made there under.
A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014:
a) The ratio of remuneration of each director to the median remuneration of employees for the Financial Year andthe Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,Company Secretary or Manager, if any, in the Financial Year:
Sr.
No.
Name
**Designation
Nature ofPayment
* A Ratioagainst medianemployee’sremuneration
PercentageIncrease/Decrease ascompared tomedian
Mr. Rameshkumar JRanipa
Chairman & WholeTime Director
Remuneration
7.79:1
100%
2.
Mr. Jitendrabhai GRaiyani
(100%)
3.
Mr. Pankajbhai BBhimani
Whole Time Director
Not Applicable
4.
Mr. Rohankumar JRaiyani
Managing Director
5.19:1
497.01%
5.
Sitting Fees
0.09:1
6.
0.08:1
7.
8.
9.
Mr. Hiteshkumar CChaniyara
10.
Ms. Jyoti J Kataria
11.
12.
13.
Ms. Reena Kanabar
Company Secretary &Compliance Officer
1.25:1
12.68 %
14.
Mr. Ashish D Desai
hief Financial Officer
1.87:1
*Median of only those employees are considered who were in employment for at least 6 months.
** During the year under review, company has paid remuneration to two Executive Directors and paid sitting fees toall Executive & Non-executive directors, hence, remuneration and sitting fees both are compared separately.
AWe have taken Median of all the Employees which were on roll for more than 6 months during the year.
b) The percentage increase in the median remuneration of employees in the financial year:
The median remuneration of the employees in current financial year was increased by 23.33% over the previousfinancial year.
c) The number of permanent employees on the rolls of the Company: 22 permanent Employees as on March31, 2026.
d) Average percentile increases already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptional circumstances forincrease in the managerial remuneration:
The average salary of employees has increased by 28.13% during the financial year. The ratio of managerialremuneration to the median employee remuneration stands at 12.98:1.
e) Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the Remuneration Policy of the Company.
26. REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the CompaniesAct, 2013.
27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY
The company does not have any Subsidiary, Associate or Joint Venture.
28. MATERIAL CHANGES AND COMMITMENT DURING THE YEAR UNDER REVIEWThere was no material change during the year under review.
29. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There were no Material Changes that took place from the end of Financial Year till the date of this report.
30. INSURANCE
The assets of your Company have been adequately insured.
31. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals which impact thegoing concern status and the Company’s operations in future.
32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we have framed Prevention ofSexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of theCompany. Our policy assures discretion and guarantees 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 landwhere we operate. Further, the company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
Details of sexual harassment complaint during the financial year 2025-26:
1. Number of compliant received: 0
2. Number of compliant disposed of: 0
3. Number of compliant pending more than 90 days: 0
33. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:
During the year under review, the company had complied with The Maternity Benefit Act, 1961.
34. COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI
The company is in compliance with all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and approved by the Central Government.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate and efficient internal and external control system, which provides protection to allits assets against loss from unauthorized use and ensures correct reporting of transactions. The internal controlsystems are further supplemented by internal audits carried out by the respective Internal Auditors of theCompany and Periodical review by the management. The Company has put in place proper controls, which arereviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets aresafeguarded.
36. PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank ofIndia & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Actand the Rules there under are not applicable.
37. CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve andwill retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholdervalue legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense ofthe term. Our disclosures seek to attain the best practices in international corporate governance. We alsoendeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on BSE SME Platform of Bombay Stock Exchange Limited (BSE), by virtue ofRegulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliancewith the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of subregulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. HenceCorporate Governance Report does not form a part of this Board Report, though we are committed for the bestcorporate governance practices.
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 ManagementDiscussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-C.
39. RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify measure and mitigate business risks andopportunities. This framework seeks to create transparency, minimise adverse impact on the business objectiveand enhance the Company’s competitive advantage. This risk framework thus helps in managing market, creditand operations risks and quantifies exposure and potential impact at a Company level.
40. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge andability confirm that:
a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicableaccounting standards have been followed with no material departures;
b. the Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31, 2026 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual financial statements on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.
41. STATUTORY AUDITORS
In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit andAuditors) Rules, 2014, the Company has appointed M/s. Chetan Agarwal & Co., Chartered Accountants (FRN:120447W) as Statutory Auditors of the Company to hold the office till conclusion of 15th Annual GeneralMeeting to be held on the year 2028.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do notcall for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed withthe financial statements in this Annual Report. There has been no qualification, reservation, adverse remark ordisclaimer given by the Auditors in their Report.
42. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, theCompany has appointed M/s SCS and Company LLP, Practicing Company Secretaries as the SecretarialAuditor of the Company. The Secretarial Audit Report is annexed to the Board’s Report and forms an integralpart of this Report as Annexure-D.
Remarks mentioned in Secretarial Audit Report and reply of the management are as follows:
Compliance
Requirement
(Regulations/
circulars /
guidelines
including specific
clause)
Deviations
Observations/ Remarks of thePracticing CompanySecretary
Reply from Management
Regulation 30 ofthe SEBI (ListingObligations andDisclosureRequirements)Regulations, 2015
Delay inUploading theOutcome ofBoard meetingdated
November 06,2025.
The Board Meeting was held onThursday, November 06, 2025,from 03:00 P.M. to 03:30 P.M.The outcome of the meetingwas not submitted to the StockExchange within the prescribedtimeline of three hours and wassubsequently uploaded at 06:56P.M., resulting in a delay of 26minutes.
Company officials were of theopinion that these disclosuresshould be filed within 12 hours.However, such errors will notoccur going forward.
Regulation 44(3)of the SEBI(LODR)
Regulations, 2015
Delay insubmission ofvoting resultsfor Annualgeneral Meetingheld onSeptember 20,2025.
The voting results of theGeneral Meeting were notsubmitted to the StockExchange within the prescribedtimeline of two working days &were submitted on September24, 2025, resulting in delay incompliance by one day.
Company officials will takenecessary precautions to preventany delay in the future.
43. COST AUDIT
The Company has appointed M/s Manish Bhagvandas Analkat, Cost Auditor (Firm Registration No. 100261) ascost auditor for conducting the cost audit in respect of the products manufactured by the Company as per theprovisions of Section 148 of the Companies Act, 2013 for the period under review. Further, as per Section 148 ofthe Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuingAnnual General Meeting.
Further, The Company has maintained cost accounts and records in accordance with provisions of Section 148 ofthe Companies Act, 2013 and rules thereof.
44. WEBSITE
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theCompany has maintained a functional website namely “www.angelfibers.com” containing the information aboutthe 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 andhandling investor grievances for the benefit of all stakeholders of the Company etc.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIRSTATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2025-26, there was no application made and proceeding initiated /pending under theInsolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.As on the date of this report, there is no application or proceeding pending against your company under theInsolvency and Bankruptcy Code, 2016.
46. GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the actand listing regulations to the extent the transactions took place on those items during the year. Your Directorsfurther state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save andESOS;
(iv) There is no revision in the Board Report or Financial Statement;
(v) the details of difference between amount of the valuation done at the time of one-time settlement and thevaluation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;
(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company’s operations in future;
47. INTERNAL AUDITOR
Pursuant to Section 138 of Companies Act 2013, the Company had appointed CA Sefali Dineshbhai Mrug(FRN: 160465W), Practicing Chartered Accountant as an internal auditor of the Company.
48. OTHER STATUTORY DISCLOSURES:
During the year, BSE imposed a fine of amount Rs. 10,000 for late submission of voting results of the AGMheld on 20th September, 2025, which was duly paid by the company.
On 02.12.2025 the promoters of the Company received an account freezing notice from CDSL restrictingtrading in the securities of Angel Fibers Limited due to non-payment of a fine levied in relation to a query raisedby the Exchange regarding the financial results for March 2024.
The Company had submitted a waiver application for the said fine, which was pending with BSE at that time.Subsequently, BSE approved the waiver application on 16.02.2026. Pursuant to the approval, the liability of theCompany was extinguished, and upon application, CDSL lifted the freeze on the promoters’ shareholding.
49. ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated service and contribution to the Company.
We also thank our banks, business associates and our shareholders for their continued support to the Company.
Date: 30.07.2026 For and on Behalf of the Board of Directors,
Place: Haripar, Jamanagar ANGEL FIBERS LIMITED
Mr. Rohankumar Raiyani Mr. Rameshkumar Ranipa
Managing Director Chairman & Wholetime Director
(DIN :08814726) (DIN :03339532)