The Board of Directors have pleasure in presenting the Twelfth (12th) Annual Report of the Company together with theAudited Financial Statements for the year ended on March 31, 2025.
The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with therelevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI ListingRegulations”) and the provisions of the Companies Act, 2013 (“Act”).
(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 Depreciationand Finance Cost)
65,123.95
1,07,562.48
65,153.33 -
Profit before Financial costs, Depreciationand amortization expenses and Taxation
287.63
2,936.07
252.97 -
Less: Finance Costs
93.89
80.30
93.97 -
Operating profit before Depreciation andamortization 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 andTax
85.15
2,730.20
40.21
Less: Exceptional items
(70.26)
-
Profit before Tax
155.41
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)........................................................................................................................................”
Note: Previous year s figures have been regrouped / reclassified wherever necessary to correspond with the current year sclassification / disclosure and may not be comparable with the figures reported earlier.
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, therevenue from operations for FY 2024-2025 also stood at Rs. 65,271.58 Lakhs. It is important to note that noconsolidated financials were prepared for FY 2023-2024, as the Company had no subsidiaries during thatperiod.
The decline in revenue during the year was primarily a result of unfavorable circumstances that began in theprevious financial year, which had a cascading effect on operations in FY 2024-2025. In particular, geopoliticalconflicts in key international markets significantly disrupted the Company's export operations and impactedoverall 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 FY2023-2024.
Export sales amounted to Rs. 893.63 Lakhs in FY 2024-2025, compared to Rs. 6,853.27 Lakhs in the previousyear. The steep decline was primarily driven by geopolitical instability and restricted trade access in majoroverseas markets, which adversely affected the Company’s export revenues, particularly in key commodities.
Despite these external challenges, the Company has taken proactive and strategic steps to stabilize and strengthenits position:
• Diversifying its export markets to reduce overdependence on regions impacted by geopolitical issues.
• Focusing on emerging opportunities in the spices and grains segments, which represented the majority ofexport activity during the year.
• Exploring new trade partnerships and expanding its global footprint in more stable and high-potentialregions.
The management remains optimistic about the future and is committed to navigating the current challengesthrough a combination of operational resilience, market diversification, and innovation in its core productlines. These efforts are expected to support a stronger recovery and long-term value creation for stakeholders.
A comprehensive analysis of the Company’s financial performance, including segment-wise and project-wiserevenue details, is provided in the Management Discussion and Analysis section of this Annual Report.
No amount has been transferred to the general reserves for the financial year ended March 31, 2025.
In view of the financial performance during the year and the challenging external environment, particularly thegeopolitical conflicts that adversely impacted the Company’s export operations and overall profitability, yourDirectors 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 theCompany’s 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 DisclosureRequirements) Regulations, 2015, (“SEBI Listing Regulations”) the Board of Directors of the Company (the‘Board’) formulated and adopted the Dividend Distribution Policy (the “Policy”).
The Policy is available on our website at www.axitacotton.com.
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 remainsunclaimed for a period of Seven (7) years or more is required to be transferred to the IEPF administered by theCentral 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 duedates of transfer to the IEPF is given below:
Year
Type ofDividend
Dividend perShare (Rs.)
Date of Declaration/ Approved
Due Datefor Transfer
Amount
(Rs.)
2023-2024
Final
.......................0.10........................
September 30, 2024
October 29, 2031
72,364.00
2023-2024'''
Interim
November 03, 2023
December 03, 2030
I 119895.20''
2022-2023..............
.......................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 theconsecutive period of seven (7) years or more which are required to be transferred to the demat account of theIEPF Authority, are not applicable to the Company and details are included in the Corporate Governance Reportthat forms part of this Report.
The shareholders may note that both the unclaimed dividend and corresponding shares transferred tothe IEPF Authority including all benefits accruing on such shares, if any, can be claimed back by themfrom IEPF Authority after following the procedure (i.e. an application in E-form No. IEPF-5) prescribedin the IEPF Rules. Shareholders may refer Rule 7 of the said IEPF Rules for refund of shares / dividendetc.
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 atRs.34,77,72,501/- (Rupees Thirty Four Crore Seventy Seven Lakh and Seventy Two Thousand Five HundredOne Only) divided into 347772501 (Thirty Four Crore Seventy Seven Lakh and Seventy Two Thousand FiveHundred One) Equity Shares of Rs. 1/- (Rupees One Only) each.
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 issueand 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, atits meeting held on Friday, August 9, 2024, approved the issuance of fully paid-up Bonus Equity Shares inthe ratio of 1:3, i.e., one (1) equity share of Rs.1/- each for every three (3) fully paid-up equity shares ofRs.1/- each held by the members.
This bonus issue was subsequently approved by the shareholders through a postal ballot resolution onSeptember 12, 2024.
In accordance with this approval, 86,959,336 bonus shares were determined to be issuable to eligibleshareholders 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 anyentitlements 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 was86,894,493 (Eight Crore Sixty-Eight Lakh Ninety-Four Thousand Four Hundred Ninety-Three), roundeddown to the nearest whole number.
As a result of this bonus allotment, the Issued, Subscribed, and Paid-up Equity Share Capital of theCompany increased to Rs. 34,77,72,501/- (Rupees Thirty-Four Crore Seventy-Seven Lakh Seventy-TwoThousand Five Hundred One Only), comprising 34,77,72,501 (Thirty-Four Crore Seventy-Seven LakhSeventy-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 inthe 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 differentialrights during the year.
> DISCLOSURE REGARDING SHARES HELD IN TRUST FOR THE BENEFIT OFEMPLOYEES WHERE THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THEEMPLOYEES
During the Financial Year 2024-2025, the Company does not hold any shares in any trust for the benefitof employees.
> DISCLOSURE REGARDING ISSUE / REDEMPTIONS OF DEBENTURES, BONDS OR ANYNON-CONVERTIBLE SECURITIES
During the Financial Year 2024-2025, the Company has neither issued nor redeem any Non-ConvertibleDebentures 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 ofpreferential 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 theyear.
> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION PLAN (“ESOP”)
During the Financial Year 2024-2025, the Company has not issued any Options under the Axita EmployeeStock Option Plan 2023 (“ESOP Plan 2023”).
Your Company has an Axita Employee Stock Option Plan 2023 in accordance with the SEBI (Share BasedEmployee 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 havecontributed to the creation of wealth of Shareholders of the Company;
d) Aligning the objective of the individual employee of the Company with the Company’sShareholders' interest and Company’s philosophy;
e) Incentivizing Employees to align their individual performance with the Company’s objectives;
f) Encourage Employees to align their individual performance with the Company’s objectives.
However, during the year under review and based on the resolutions passed by the Members of theCompany vide Postal Ballot dated March 26, 2024 the Company have amended the Axita Employee StockOption Plan 2023 (“ESOP Plan 2023”).by change in term of Identification of classes of Employeesentitled to participate in the Plan and lock in of shares.
Further, the Company has applied for In Principle approval with National Stock Exchange of IndiaLimited and BSE Limited. The Company has received in-principle approval from National StockExchange 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 forinspection of members in electronic mode at Annual General Meeting.
Requisite disclosures as required under Regulation 14 of Securities Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 with regard to ESOP Plan 2023 is available on the website of theCompany at www.axitacotton.com.
M/s. SCS and Co LLP, Company Secretaries, Secretarial Auditors of the Company have issued acertificate with respect to the implementation of Axita Employee Stock Option Plan 2023 which wouldbe placed before the members at the ensuing Annual General Meeting of the Company and a copy of thesame 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 (ShareBased 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 “Annexure-A” tothis report.
After end of the year under review and before the date of this report, with the approval of the Board, Nominationand Remuneration Committee at its meeting held on May 06, 2025, has granted 172000 Stock Options toeligible employees of the Company in terms of “Axita Cotton Employee Stock Option Plan 2023” anddisclosure pursuant to the applicable regulations, file on May 06, 2025 with the Stock Exchanges.
During the Financial Year 2024-2025, your Company has managed the affairs in a fair and transparent mannerand 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 alsoinvolved in Trading and Export of Raw Cotton Bales, Yarn, Cotton Seeds and Agri Commodities.
During the year, there was no change in address of registered office of the Company. The Registered office ofthe 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, NearIshan Bunglow, S, Shilaj, Ahmedabad - 380059, Gujarat, India.
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 existingshareholders. Consequently, KPR Sports and Media Private Limited became a subsidiary of Axita CottonLimited.
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-1forms part of the Financial Statements and annexed as “Annexure-B” to this report. The separate auditedfinancial statements of the subsidiary are available for inspection at the Registered Office of the Companyduring business hours.
The Company has also adopted a policy for determining material subsidiaries, which is available on theCompany'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 todivest its entire stake in KPR Sports and Media Private Limited with effect from June 30, 2025. This decisionhas been duly communicated to stakeholders through the Stock Exchanges.
During the period under report, the Company has not accepted any deposits within the meaning of Section 73of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from timeto time).
The Consolidated Financial Statements of the Company are prepared in accordance with relevant provisions ofthe Companies Act, 2013 including Indian Accounting Standards specified under Section 133 of the CompaniesAct, 2013 and form part of this Annual Report.
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
Appointmentat currentTerm &designation
Directorship
in whichDirectoris
Members
in whichDirector isChairman
Shares heldas on June30, 2025
Mr. NitinbhaiGovindbhai Patel
Chairman cumManaging Director
October 1,2023
8
4
9,21,70,376
Mr. Kushal NitinbhaiPatel 2
Managing Director
April 23,2024
6
3,62,45,829
Mr. NileshHasmukhbhai Kothari 3
Executive Director
3
Nil
Mr. Vinod KanubhaiRana
Independent
Director
February 22,2022
5
1
Mr. Utsav HimanshuTrivedi
June 30,2023
2
Ms. ShivaniRajeshbhai Pathak 4
June 17,2024
Mr. KunjalJayantkumar Soni 5
...........................4.............................
........................6........................
..........................3.........................
.......................Nil........................
Ms. Shobha Bharti 6
February 10,2025 '
Harsh KalpeshbhaiShah
Chief FinancialOfficer
September 3,2021
ShyamsunderKiranbhai Panchal
Company Secretaryand ComplianceOfficer
April 1, 2024
1. Committee includes Audit Committee and Shareholders’ Grievances Committee across all PublicCompanies 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 theCompany with effect from i.e. from April 23, 2024 and Members of the Company had approved the samevide 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 Kothariwas regularised as a Director of the Company for a period of 5 (Five) years w.e.f. April 23, 2024, throughspecial 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) ofthe Company with effect from i.e. from June 17, 2024 and was regularised as an Independent Non ExecutiveDirector of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolutionpassed 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 heldDirectorships.
6. Ms. Shobha Bharti was appointed as additional Director-Non Executive Category, on the Board of theCompany with effect from i.e. from February 10, 2025 and was regularised as an Independent Non ExecutiveDirector of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolutionpassed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered herresignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupationfrom 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 reportset out below (other than this Company)
Sr.
No.
Name of Company and Designation
Mr. Nitinbhai Govindbhai Patel
Yuranus Infrastructure Limited
NG Organics Private Limited
Axita Industries Private Limited
Axita Exports Private Limited
AKPR Infrastructure Private Limited
Axita Green Hydrogen Private Limited
7
KPR Sports And Media Private Limited
Mr. Kushal Nitinbhai Patel
Mr. Nilesh Hasmukhbhai Kothari
Add. Director
Mr. Vinod Kanubhai Rana *
VMS Industries Limited
Agricon Nutritech Limited
Mr. Utsav Himanshu Trivedi *
Ms. Shivani Rajeshbhai Pathak *
Adline Chem Lab Limited
Hindprakash Industries Limited
Ms. Shobha Bharti 1
* Non Executive Independent Director
1. Ms. Shobha Bharti was appointed as additional Director-Non Executive Category, on the Board of theCompany with effect from i.e. from February 10, 2025 and was regularised as an Independent Non ExecutiveDirector of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolutionpassed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered herresignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupationfrom 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 andbeing eligible, has offered himself for re-appointment. The Board recommends his re-appointment for theapproval of the Shareholders of the Company.
The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, inpursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”).
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:
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
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
57.14%
100.00%
1. Ms. Shivani Rajeshbhai Pathak was appointed as an Additional Director (Independent Non Executive) ofthe Company with effect from i.e. from June 17, 2024 and was regularised as an Independent Non ExecutiveDirector of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolutionpassed 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 theCompany with effect from i.e. from February 10, 2025 and was regularised as an Independent Non ExecutiveDirector of the Company for a period of 5 (Five) years w.e.f. June 17, 2023, through special resolutionpassed by the Members through the Postal Ballot dated April 25, 2025. However, she Tendered herresignation as an Independent Director of the Company, with effect from July 05, 2025 due to preoccupationfrom 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 theAct and regulation 16(1)(b) and 25 of the Listing Regulations from Independent Directors confirming that theyare not disqualified for continuing as an Independent Director. There has been no change in the circumstancesaffecting their status as an Independent Director of the Company.
The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respectivelimits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended fromtime 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 Directorsin terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI/Ministry ofCorporate Affairs or any such statutory authority from being appointed or continuing as Director of the Companyor any other Company where such Director holds such positing in terms of Regulation (10)(i) of Part C ofSchedule 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), thefollowing are the Key Managerial Personnel of the Company:
Key Managerial Personnel List as on that of this report set out below:
Sr. No.
Name
1.
Chairman Cum Managing Director
...................2...................
Mr. Kushal Nitinbhai Patel 1
...................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 theCompany with effect from i.e. from April 23, 2024 and Members of the Company had approved the same videspecial resolution dated July 19, 2024.
Based on the framework of internal financial controls and compliance system established and maintained by theCompany, work performed by the internal, statutory, cost, and secretarial auditors and external agenciesincluding audit of internal financial controls over financial reporting by the statutory auditors and the reviewsperformed by Management and the relevant Board Committees, including the Audit Committee, the Board is ofthe opinion that the Company’s internal financial controls were adequate and effective during financial year2024-2025.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 (“Act”), in relation to financial statementsof the Company for the year ended March 31, 2025, the Board of Directors, to the best of its knowledge andability confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and thatthere were no material departures;
b. they 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 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 accordancewith the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and forpreventing 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 internalfinancial controls are adequate and are operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were in place, are adequate and operating effectively.
There were no material changes and commitments between the end of the financial year of the Company to whichthe Financial Statements relates and date of Directors’ Report affecting the financial position of the Company.
Particulars of loans given, investments made, guarantees given and securities provided along with the purposefor which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes tothe Financial Statements which is a part of this Annual Report.
The Independent Directors have been updated with their roles, rights and responsibilities in the Company byspecifying them in their appointment letter along with necessary documents, reports and internal policies toenable them to familiarize with the Company’s Procedures and practices. The Company has throughpresentations 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 detailsof such familiarization programmes imparted to Independent Directors can be accessed on the website of theCompany at www.axitacotton.com.
Your Company did not enter into any related party transactions during the year under review, which could beprejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company’s website and can be accessed using thelink: https://axitacotton.com/investor-relation/policies/.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearlyreports to the stock exchanges, for the related party transactions and same is available on Company’s website atwww.axitacotton.com.
During the F.Y. 2024-2025, the Company has entered into transactions with related parties as defined underSection 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 arm’s length basis and in accordance with theprovisions 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-C” to thisreport.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo asstipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (asamended from time to time), is set out herewith as “Annexure-D” to this report.
The ratio of the remuneration of each whole-time director to the median of employees’ remuneration as perSection 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as “Annexure-E”.
The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separateannexure forming part of this report. Further, the report and the accounts are being sent to the Members excludingthe aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at theRegistered Office of the Company. Any Member interested in obtaining a copy of the same may write to theCompany Secretary.
a. Statutory Auditors and Auditor’s 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) werere-appointed as the Statutory Auditors of the Company at the 10th Annual General Meeting held onSeptember 30, 2024, for a second term of five consecutive financial years from FY 2024-2025 to FY 2028¬2029.
However, M/s. Mistry & Shah LLP tendered their resignation vide letter dated August 11, 2025, with effectfrom the same date, due to an internal strategic realignment and a firm-level decision to restrict theirassurance services, including statutory audits. The resignation was not related to any event concerning theCompany’s operations, governance, or performance. There were no circumstances connected with theirresignation 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 Auditor’s 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 anyqualification, reservation, adverse remark, or disclaimer. The Notes to the Financial Statements referred toin the Auditor’s 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 & ShahLLP 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 CompaniesAct, 2013 and SEBI Listing Regulations, the Board of Directors, based on the recommendation of the AuditCommittee, 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 theCompany 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 ofDirectors at its meeting held on August 25, 2025, a suitable resolution is being incorporated in the Noticeconvening the 12th 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) (“the Firm”) as the StatutoryAuditors of the Company for the first term of five (5) consecutive years from the conclusion of the 12thAGM till the conclusion of the 17th AGM to be held in the year 2030, at a remuneration as may be mutuallyagreed between the Board and the Statutory Auditors.
M/s. P K N & Co., Chartered Accountants, established in 2020 in Ahmedabad, is a multi-disciplinary firmoffering 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 sectorssuch as manufacturing, construction, banking, IT, and textiles. With a focus on quality, confidentiality, andtimely service, the firm delivers value-driven solutions through its competent and committed team. The firmholds a valid Peer Review Certificate (No. 020163) issued by the Peer Review Board of ICAI, valid untilMarch 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 Boardof Directors of the Company at their meeting held on September 05, 2024, had approved the appointmentof Ms. Reena K. Patadiya (ACMA and M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420Aand Firm Registration No. 004346) as a Cost Auditor of the Company to audit the Company’s Cost Recordsrelating to manufacture of Cotton Yarn and other Products for the year 2024-2025 at a remuneration of35,000/- (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 andFirm Registration No. 004346), Cost Accountants, Ahmedabad has carried out the cost audit for applicablebusinesses during the year. The Board of Directors has appointed them as Cost Auditors for the financialyear 2025-2026. The remuneration payable to the Cost Auditors is required to be placed before the Membersin a general meeting for their ratification. Accordingly, a suitable Resolution is being incorporated in theNotice convening the 12th Annual General Meeting at Item No. 7 seeking Members’ ratification for theremuneration 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 andAudit) 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 andRemuneration of Managerial Personnel) Rules, 2014, the Board had appointed Shri Premnarayan Tripathiproprietor of M/s. PRT & Associates, Practicing Company Secretaries (FCS 8851, COP: 10029, PeerReview 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 CompaniesAct, 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 “Annexure-F”. The Secretarial Auditors’ report does not contain anyqualification, reservation or adverse remark and the Company has complied with the provisions of the Act,Rules made there under, Regulations, guidelines etc. except following;
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Shri Premnarayan Ramanand Tripathi, proprietor of M/s. PRT & Associates, Company Secretaries inPractice (FCS 8851, COP: 10029, Peer Review No 3273/2023) (“the PRT & Asso.”), Ahmedabad hascarried out the Secretarial audit for applicable businesses during the year. The Board of Directors hasappointed them as the Secretarial Auditors of the Company, for a period of five (5) consecutive the FinancialYear from 2025-2026 to the Financial Year 2029-2030. Accordingly, a suitable Resolution is beingincorporated in the Notice convening the 12th Annual General Meeting at Item No. 6 seeking Members’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 andAssociates, 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. 2024¬2025.
The Company continued to implement his suggestions and recommendations to improve the controlsystems. 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 controlstrengths in all areas. Internal Auditor's findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.
M/s RJ and Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm RegistrationNo. 004690), Ahmedabad has carried out the Internal audit for applicable businesses during the year. TheBoard of Directors has appointed them as the Internal Auditors of the Company, for the Financial Year from2025-2026. Accordingly, a suitable Resolution is being incorporated in the Notice convening the 12thAnnual General Meeting at Item No. 6 seeking Members’ approval for their appointment.
All assets of the Company including Building Plant & Machinery Stocks etc. wherever necessary and to theextent required have been adequately insured.
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Companyhas maintained a functional website namely “www.axitacotton.com” containing basic information about theCompany. The website of the Company is containing information like Policies Shareholding Pattern Financialand information of the designated officials of the Company who are responsible for assisting and handlinginvestor grievances for the benefit of all stakeholders of the Company etc.
Your Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism forDirectors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI ListingRegulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear ofretaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimization of Directors andemployees who avail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded on thewebsite of the Company at www.axitacotton.com.
During the year under review, your Company had not received any complaint under the whistle blower policy.
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, asand when require, to discuss and decide on various business policies, strategies and other businesses. The Boardmeetings are generally held at registered office of the Company. The gap between two consecutive meetingswas 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/issuedwell 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 registeredoffice 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 theCorporate Governance Report that forms part of this Report.
As required by the provisions of the Act and Listing Regulations, the Company has already formed thefollowing Committees, the details of which are disclosed in the Report on Corporate Governance forming partof this Report.
The Board of Directors has constituted Five (5) Committees of the Board viz.
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders’ Relationship Committee
> Corporate Social Responsibility Committee
> Risk Management Committee
> Adminustrative Committee
Independent Directors’ Meeting:
The Independent Directors met on Saturday, March 30, 2024, without the attendance of Non-IndependentDirectors and members of the management. The Independent Directors reviewed the performance of Non¬Independent Directors, the Committees and the Board as a whole along with the performance of the Chairmanof the Company, taking into account the views of Executive Directors and Non-Executive Directors andassessed the quality, quantity and timeliness of flow of information between the management and the Boardthat 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 Committeesand individual Directors, including the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as composition of the Board &committees, experience & competencies, performance of specific duties & obligations, contribution at themeetings and otherwise, independent judgment, governance issues etc.
During the year under review, the Company has also conducted familiarization of the Directors on differentaspects.
Under the framework, the Company has laid down a Risk Management Policy which defines the process foridentification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company,through its employees and Executive Management, continuously assess the identified Risks, the RiskManagement 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 RegulatoryRisks. Key Strategic Risks include demand destruction / shift, geopolitical issues and reputational risks. KeyOperating Risks include customer concentration, vendor concentration, availability of competent humanresource, major system outages, industrial safety, sustainability and cyber security / data protection. RegulatoryRisks 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 envisagesidentification 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 Company’s website www.axitacotton.comand 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 theprocesses, technology controls are being enhanced in-line with the threat scenarios. Your Company’stechnology environment is enabled with real time security monitoring with requisite controls at various layersstarting 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 instancesof fraud committed against the Company by its officers or employees to the Audit Committee or the Boardunder section 143(12) of the Act
The details of remuneration paid During the Financial Year 2024-2025 to Directors and Key ManagerialPersonnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company atwww.axitacotton.com
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 reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.
The Equity Shares of the Company listed at BSE Limited (Main Board) and National Stock Exchange of IndiaLimited (Main Board). The Annual Listing Fees for the Financial Year 2024-2025 has been paid to BSELimited and National Stock Exchange of India Limited and other details are included in the CorporateGovernance Report that forms part of this Report.
To foster a positive workplace environment free from harassment of any nature we have institutionalized theAnti-Sexual Harassment Initiative (ASHI) framework through which we address complaints of sexualharassment at the all workplaces of the Company. Our policy assures discretion and non-retaliation tocomplainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we arecompliant 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 hascomplied with provisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has received necessary declarations from each of the Independent Directors to the effect thatthey 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 havecomplied with the Code for Independent Directors as prescribed in Schedule IV to the Act.
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read withRule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutorymodification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 isdisplayed on the website of the Company at www.axitacotton.com
The Company has in place adequate internal financial controls with reference to the Financial Statementscommensurate with the size, scale and complexity of its operations. During the year, such controls were testedand no reportable material weakness in the design or operation was observed. The Statutory Auditors of theCompany have audited such controls with reference to the Financial Reporting and their Audit Report isannexed as Annexure A to the Independent Auditors’ Report under the Standalone Financial Statements andthe Consolidated Financial Statements which forms part of the Integrated Annual Report.
Your Company strives to incorporate the appropriate standards for corporate governance. During the FinancialYear 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 asstipulated 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-G”.
No complaints had been received pertaining to sexual harassment, during the year under review. The relevantstatutory disclosure pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) 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 Companyconfirming 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 theSecretarial Auditor that none of the Company’s Directors have been debarred or disqualified from beingappointed 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, ComplianceCertificate furnished by Managing Director and Chief Financial Officer regarding the reviewed of financialstatements and the cash flow statement for the year and certified that to the best of their knowledge there areno transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of thelisted entity’s code of conduct. They also confirm and accept responsibility for establishing and maintaininginternal controls for financial reporting and that they have evaluated the effectiveness of internal controlsystems of the listed entity and same have been indicated to the auditors and the Audit committee. The saidCompliance Certificate is attached as Annexure - 3.
During the Financial Year 2024-2025 and as on March 31, 2025, the Company was not fall under the Regulation34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for the reporting onBusiness 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 (ListingObligation and Disclosure Requirements) Regulations, 2015, your Company has prepared and BusinessResponsibility and Sustainability Report and same is annexed with this Director Report as “Annexure-H”.
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 forming part of this Annual Report as“Annexure-I”.
In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is required to doCSR Expenditure for the financial year 2023 -2024 as Net profit of the Company exceeded the specified thresholdin the preceding financial year 2022-2023. In compliance with the provisions of Section 135, the board ofDirectors of the Company has formulated CSR policy and the same has been placed on the website of theCompany i.e. https://axitacotton.com/investor-relation/policies/.
Pursuant to Section 135(3)(b) of the Companies Act, 2013, The Corporate Social Responsibility Committeerecommended total CSR expenditure of Rs. 31,86,498/- for F.Y.2023-2024 to the Board of Directors of theCompany. Your Company had spent total amount of Rs. 54,79,530/- for F.Y. 2024-2025.
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 theprevious financial years, if any
50,955.92
v
Amount available for set off in succeeding financial years [(iii)-(iv)]
..................................50,955.92.......
The Company’s CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken duringthe financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (CorporateSocial Responsibility Policy) Rules, 2014 is set out in “Annexure-J” to this report.
There were no significant / material orders passed by the Regulators or Courts or Tribunals impacting the goingconcern status of the Company and its operations in future.
Secretarial Standards as applicable to the Company were followed and complied with During the FinancialYear 2024-2025.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate tradingin securities by the Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information in relation to theCompany and during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees have confirmed compliancewith the Code.
The safety excellence journey is a continuing process of the Company. The Company provide safetyenvironment to the employees & workers of the Company. The Company also gives safety tips to workers. TheCompany has given all the safety equipment to the workers. The Company also takes care of the health of theworkers during their work. The Company has maintained a friendly environment so that if any employee orworker faces any problem, he can directly talk to the concerned person. The Company also checking theworkers during their works.
Human Resources are vital and most valuable assets for the Company. The Company believes that HumanResources shape the success of its business vision. Your Company recognizes its employees as its greatest assetand 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 takenseveral measures to ensure their well-being.
High-quality leadership talent has also been infused across all functions to build a robust talent pipeline. TheIndustrial Relations scenario continued to be positive across all our manufacturing locations.
Your Company believes that its Members are its most important stakeholders. Accordingly, the Company’soperations are committed to the pursuit of achieving high levels of operating performance and costcompetitiveness, consolidating and building for growth, enhancing the productive asset and resource base andnurturing overall corporate reputation. The Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
The Board of Directors state that no disclosure or reporting is required in respect of the following matters asthere 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 ManagingDirector/ 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 personscan 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 impactthe going concern status and the Company’s 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.
The Board expresses its sincere gratitude to all employees for their dedication and commitment. We thank ourcustomers 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, StockExchanges, government bodies, auditors, legal advisors, and consultants. We look forward to their continuedsupport 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