Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accountsfor the Financial Year ended 31st March, 2025.
The financial results for the year are as under: [Rupees in Lacs]
Particulars
Year ended31.03.2025
Year ended31.03.2024
Sales and other Income
18,322.42
22,652.64
Profit before depreciation, amortization and exceptional items
2781.19
4,561.72
Less: Depreciation and amortization
387.92
275.77
Less: Exceptional items
0.00
Profit before tax
2393.27
4,285.95
Less: Provision for tax
593.69
1,241.06
Provision for deferred tax
-2.94
-168.45
Profit after taxation
1802.52
3,213.34
Your Board had considered Interim dividend declared @ Rs. 6.00 (INR Six Only) per equity share (i.e. 60%) of Rs. 10 on 9thMarch, 2024 as final dividend for the financial year 2023-24 at the annual general meeting of the Company held on 1st August,2024 as per recommendation of the Board of Directors on 3rd May, 2024.
Your Board had declared interim dividend @ Rs. 5.00 (INR Five Only) per equity share (i.e. 50%) of Rs. 10 for the financial year2024-25, at the meeting of the Board of Directors held on 15th March, 2025.
The Board further recommended additional dividend of Rs. 6.00 (INR Six only) per equity share (i.e. 60%) of Rs. 10 for thefinancial year 2024-25, at the meeting of the Board of Directors held on 16th July, 2025.
Accordingly, the Board recommended total dividend @ Rs. 11.00 (INR Eleven only) per equity share (i.e. 110%) for the financialyear 2024-25 as final dividend for the financial year 2024-25 for according consent of the members at the annual generalmeeting of the company to be conducted for the financial year 2024-25.
As stipulated in Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation, 2015, the Company has adopted dividend distribution policy and the same can be viewed at:https://axtelindia.com/userfiles/corporate_governance/document/1629293145.pdf
Your Board does not propose to carry to any reserves for the financial year 2024-25.
Total turnover during the year 2024-25 was Rs. 17,855.87 lacs compared to Rs. 22,333.30 lacs of previous year 2023-24 whichshows decrease of Rs. 4477.43 lacs (20.05%). There is profit of Rs. 1,802.52 lacs (after tax) during the year 2024-25 comparedto profit of Rs. 3,213.34 lacs (after tax) during the year 2023-24.
There is no change in the nature of business during the financial year 2024-25.
No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relatesand the date of the report.
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company'soperations in future during the financial year and or subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report.
The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate carefor financial control.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Thereforethe details relating to deposits, covered under Chapter V of the Act is not applicable.
M/s. VRCA & Associates, Chartered Accountants has been appointed for a period five years pursuant to the provisions of section139 of the Companies Act 2013 at the AGM held on 29th September, 2022 and is eligible to act as statutory auditor for thecurrent financial year.
Internal Auditors:
M/s. Sharp & Tannan, Chartered Accountants were appointed at the meeting of the board of directors held on 18th May, 2024 forFY 2024-25 for conducting internal audit of the Company.
The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. Noqualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors' report for the year 2024-25.
During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.
Employee Stock Option Schemes
With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them toalign individual performance with Company objectives, the Company has introduced 'Axtel Industries Ltd Employee Stock OptionPlan 2024' (hereinafter referred to as "ESOP 2024" / the "Scheme" or the "Plan").
The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are availableon the Company's website www.axtelindia.com.
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBIRegulations is given in Annexure H to this Report.
As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company's website i.e. www.axtelindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar ofCompanies within the time stipulated in said Section 92 of Act.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith(Annexure-A)
The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013. TheAnnual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22nd January,2021 in terms of section 135 of the Companies Act, 2013 is attached in Annexure D.
A) Following changes incorporated during the financial year 2024-25:
1. Mr. Paresh Jaisinh Rajda have been appointed as an Additional Independent Director of the Company with effect from 3rdMay, 2024 for a period of five years, subject to shareholders approval at the ensuing general meeting.
2. Mr. Paresh Jaisinh Rajda (DIN: 00680340), Additional Independent Director of the Company regularized as IndependentDirector of the Company with effect from 3rd May, 2024 to hold office for five consecutive years at the annual generalmeeting of the Company held on 1st August, 2024.
3. Mr. Ameet Nalin Parikh (DIN 00007036), retires by rotation, reappointed at the annual general meeting of the Companyheld on 1st August, 2024.
B) Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), retires by rotation at the ensuing annual general meeting and beingeligible offered himself for re-appointment as Director.
C) Declaration by an Independent Director(s) and re- appointment, if anyDeclarations
A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of theCompanies Act, 2013, have been received.
The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies(Appointments and Qualifications of Directors) Rules, 2014.
Re-appointments:
Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), Director of the Company and eligible for re-appointment has given hisconsent and declaration under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules, 2014.
Details of Mr. Ajitsingh Mohansingh Bubber, Director seeking re-appointment as per Regulation 36 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stockexchange is already annexed to the notice of the annual general meeting.
D) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individualDirectors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:
i. General understanding of the Company's business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
E) Opinion of the Board:
Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience andexpertise and they hold good standard of integrity in various fields.
During the year from 1st April, 2024 to 31st March, 2025, the Board of Directors met seven times on the following dates:
Sr No.
Date
Board Strength
No. of Directors Present
1
03-05-2024
6
2
18-05-2024
7
3
27-06-2024
4
07-08-2024
5
25-10-2024
30-01-2025
15-03-2025
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile ListingAgreement.
The Audit Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani as IndependentDirector and appointment of Mr. Paresh Jaisinh Rajda as an Independent Director of the Company:
Sr. No.
Name of Director
Designation
Mr. Paresh Jaisinh Rajda
Non-Executive Independent Director
Mr. Nimish Patel
Mr. Ameet Nalin Parikh
Non-Executive Director
Mrs. Deepti Sharma
There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.The Audit Committee Meetings were duly convened during the year ended 31st March, 2025 on following dates:
• 03-05-2024, 07-08-2024, 25-10-2024 & 30-01 -2025.
The Board has appointed the following persons as members of vigil committee:
Mr. Ajay Naishad Desai
Whole-time Director
The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company’swebsite.
The Nomination and Remuneration Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep GulLalwani as an Independent Director and appointment of Mr. Paresh Jaisinh Rajda as an Independent Director of the Company:
No.
3.
The Committee was further reconstituted on 18th May, 2024 to appoint Mr. Ameet Nalin Parikh as member of the Committee andhave following members:
4.
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior ManagementEmployees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laiddown criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial positionand review the performance of the Board of Directors and Senior Management personnel including Key managerial personnelbased on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remunerationis reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with theperformance of individual and group and also maintains a balance between both short and long-term objectives of the company.
The Nomination and Remuneration Committee Meeting was held on 01-05-2024, 18-05-2024 & 29-03-2025 during the yearended 31st March, 2025.
The CSR Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani as IndependentDirector and appointment of Mrs. Deepti Sharma as member of the Committee:
Mr. Ajay Nalin Parikh
The Corporate Social Responsibility Committee Meeting was held on 03-05-2025 during the year ended 31st March, 2025.24. Stakeholders Committee:
The members of stakeholders Committee of the Company as on 31st March, 2025 are as under:
Executive Director
Independent Director
The Stakeholders relationship Committee Meetings were duly convened during the year ended 31st March, 2025 on followingdates:
The Risk Management Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani asIndependent Director and appointment of Mrs. Deepti Sharma as member of the Committee:
Non- Executive Director
i he Risk Management Committee Meeting was held on 07-08-2024 & 05-03-2025 during the year ended 31st March, 2025.
The Company has not given any loan, guarantees or made investments under section 186 to any person or body corporateexcept loan to employees of the Company as per Company's policy for employees and investment in mutual funds.
The Company has entered into contract or arrangement with related party referred to in sub-section (1) of section 188 of theCompanies Act, 2013 with Morphis Business Advisory LLP, Bombay with effect from 1 st April, 2023 which has been approved bythe Board of Directors at the meeting, held on 18th May, 2023 for a period of five years.
Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).
Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. DRP & Associates, PracticingCompany Secretaries has been enclosed herewith along with Annual Secretarial Compliance Report as required under Regulation24A of LODR Regulations, 2015. (Annexure-E).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
A detailed corporate governance report including compliance certificate received from M/s. DRP & Associates, Practicing CompanySecretaries, regarding compliance of conditions of corporate governance as stipulated in Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached as Annexure F.
The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors' report as Annexure G.
The requirement of submitting Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is applicable to top1000 listed companies on the basis of market capitalization and shall continue to apply for a period of three consecutive years asper Regulation 3 of SEBI (LODR) Regulations, 2025. The Company does not fall under top 1000 listed companies on basis ofmarket capitalization from FY 2021-22 and have remained outside the applicable threshold for a period of three consecutiveyears, therefore the Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is not applicable to the Companyfrom the financial year 2024-25.
The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Boardmembers and senior management personnel have affirmed their compliance of code of conduct.
In today's economic environment, risk management is a very important part of business. The main aim of risk management is toidentify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company'srisk management is embedded in the business processes. Your company has identified the following risks:
Key Risk
Impact to Axtel Industries Ltd
Mitigation Plans
Commodity Price Risk
Risk of price fluctuation on basicraw materials like steel,components, power as well asfinished goods used in the processof manufacturing.
The Company commands excellent businessrelationship with the buyers. In case of majorfluctuation either upwards or downwards, the matterwill be mutually discussed and compensated bothways. Also by focusing on new value addedproducts helps in lowering the impact of pricefluctuation in finished goods.
Uncertain global economicenvironment - slow growth inglobal economy
Impact on demand and realizationof exports of food processing plantand machinery.
The people do not compromise on food and it willnot affect much.
Interest Rate Risk
Any increase in interest rate canaffect the finance cost.
Dependence on debt is very minimum andCompany has enough funds to meet the needarises.
Foreign Exchange Risk
Any volatility in the currencymarket can impact the overallprofitability.
The Company has potentiality in domestic market.In case of major fluctuation either upwards ordownwards, the effect will be minimal.
Human Resources Risk
Your Company’s ability to delivervalue is dependent on its ability toattract, retain and nurture talent.Attrition and non-availability of therequired talent resource can affectthe overall performance of theCompany
By continuously benchmarking of the best HRpractices and carrying out necessary improvementsto attract and retain the best talent. Company doesnot anticipate any major issue for the coming years.
Competition Risk
Every company is always exposedto competition risk. The increase incompetition can create pressure onmargins, market share etc.
By continuous efforts to enhance the brand image ofthe Company by focusing on quality, cost, timelydelivery and customer service. By introducing newproduct range commensurate with demands, yourcompany plans to mitigate the risks so involved.
Compliance Risk - Increasingregulatory Requirements.
Any default can attract penalprovisions.
By regularly monitoring and review of changes inregulatory framework.
Industrial Safety, EmployeeHealth and Safety Risk.
The engineering industry isexposed to accidents and injuryrisk due to human negligence.
By development and implementation of criticalsafety standards across the various departments ofthe factory, establishing training need identificationat each level of employee.
Your Directors’ state that—
a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates thatare 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 financialyear and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively;
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing
Obligations and Disclosure Requirement) Regulations 2015 from time to time.
M/s. K. H. Shah & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2024-25.
Based on the recommendation of the Audit Committee, M/s. K. H. Shah & Co., Cost Accountants, being eligible, have also been
appointed by the Board of Directors in their meeting held on 13-05-2025 as the Cost Auditors for F.Y. 2025-26. The remuneration
to be paid to M/s. K. H. Shah & Co., for F.Y. 2025-26 is subject to ratification by the shareholders at the ensuing AGM.
Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, aremaintained by the Company for the financial year 2024-25.
There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to theCentral Government.
There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year underreview.
The Company has been employing about 8 women employees in various cadres within the factory premises. The Company hasin place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularlyand are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual,temporary, trainees) are covered under the policy.
During the year, the number of complaints received and disposed is mentioned below:
Grievance Details
(a)
number of complaints of sexual harassment received in the year;
0
(b)
number of complaints disposed off during the year;
(c)
number of cases pending for more than ninety day
The Company is in compliance with Maternity Benefit Act, 1961. Current Leave policy of the company is in line with provisions ofMaternity Benefit Act, 1961 and other applicable labour laws and rules made thereunder. All employees are covered under thesaid policy.
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all otherstatutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitudeand appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like toespecially thank all the employees of the Company for their dedication and loyalty.
Date: 16-07-2025 Executive Director Executive Director
Registered Office: DIN: 00452821 DIN: 00453711
Vadodara-Halol Highway,
Baska, Panchmahal-389350, Gujarat