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DIRECTOR'S REPORT

Axita Cotton Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 449.32 Cr. P/BV 7.17 Book Value (₹) 1.80
52 Week High/Low (₹) 13/8 FV/ML 1/1 P/E(X) 487.55
Bookclosure 20/09/2024 EPS (₹) 0.03 Div Yield (%) 0.00
Year End :2025-03 

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

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards (“
Ind AS”) and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) 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 Depreciation
and Finance Cost)

65,123.95

1,07,562.48

65,153.33 -

Profit before Financial costs, Depreciation
and amortization expenses and Taxation

287.63

2,936.07

252.97 -

Less: Finance Costs

93.89

80.30

93.97 -

Operating profit before Depreciation and
amortization expenses and Taxation

193.74

2,855.77

159.00 -

Less: Depreciation and amortisation

108.59

125.57

118.79 -

Profit/(loss) before Exceptional Items and
Tax

85.15

2,730.20

40.21

Less: Exceptional items

(70.26)

-

(70.26)

Profit before Tax

155.41

2,730.20

110.47 -

Less: Income Tax Expenses

(1) Current Income Tax

41.53

698.48

41.53 -

(2) Deferred Tax

4.54

(1.84)

(9.66) -

Profit after Tax

109.34

2,033.56

78.60 -

Other Comprehensive Income

Other Comprehensive Income for the Year

(20.19)

24.43

(20.19) -

Total Comprehensive Income for the Year

89.15

2,057.99

58.41 -

EPS (Basic)

0.03

0.78

0.02 -

......EPS'(DiliUted)........................................................................................................................................”

0.03

0.78

0.02 -

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

2. OPERATIONAL PERFORMANCE:

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

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

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

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

Despite these external challenges, the Company has taken proactive and strategic steps to stabilize and strengthen
its 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 of
export activity during the year.

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

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

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

3. TRANSFER TO RESERVES:

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

4. DIVIDEND:

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

This decision has been taken with a focus on conserving cash and maintaining adequate liquidity to support the
Company’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 Disclosure
Requirements) 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.

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

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

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

Year

Type of
Dividend

Dividend per
Share (Rs.)

Date of Declaration
/ Approved

Due Date
for Transfer

Amount

(Rs.)

2023-2024

Final

.......................0.10........................

September 30, 2024

October 29, 2031

72,364.00

2023-2024'''

Interim

.......................0.10........................

November 03, 2023

December 03, 2030

I 119895.20''

2022-2023..............

Final

.......................0.50........................

September 27, 2022

October 26, 2029

...............................3,206.0,)"

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

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

6. SHARE CAPITAL:

Authorized Capital:

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

Issued, Subscribed & Paid-up Capital:

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

CHANGES IN CAPITAL STRUCTURE:

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

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

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

Bonus Issue of Shares of the Company

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

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

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

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

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

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

> DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

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

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

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

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

> DISCLOSURE REGARDING ISSUE OF WARRANT

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

> DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES ISSUED

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

> DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION PLAN (“ESOP”)

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

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

a) Attract and retain talented employees within the Company;

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

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

d) Aligning the objective of the individual employee of the Company with the Company’s
Shareholders' 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 the
Company vide Postal Ballot dated March 26, 2024 the Company have amended the Axita Employee Stock
Option Plan 2023 (“
ESOP Plan 2023”).by change in term of Identification of classes of Employees
entitled to participate in the Plan and lock in of shares.

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

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

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

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

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

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

7. CHANGE IN NATURE OF BUSINESS:

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

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

8. CHANGE IN THE REGISTERED OFFICE:

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

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

9. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES:

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

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

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

subsidiaries/

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

10. PUBLIC DEPOSITS:

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

11. CONSOLIDATED FINANCIAL STATEMENTS:

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

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

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

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

Name of Director

Category

Date of

Total

No. of Committee 1

No. of

and KMP

Cum

Designation

Appointment
at current
Term &
designation

Directorship

in which
Director
is

Members

in which
Director is
Chairman

Shares held
as on June
30, 2025

Mr. Nitinbhai
Govindbhai Patel

Chairman cum
Managing Director

October 1,
2023

8

4

-

9,21,70,376

Mr. Kushal Nitinbhai
Patel 2

Managing Director

April 23,
2024

6

-

-

3,62,45,829

Mr. Nilesh
Hasmukhbhai Kothari 3

Executive Director

April 23,
2024

3

-

-

Nil

Mr. Vinod Kanubhai
Rana

Independent

Director

February 22,
2022

4

5

1

Nil

Mr. Utsav Himanshu
Trivedi

Independent

Director

June 30,
2023

2

2

1

Nil

Ms. Shivani
Rajeshbhai Pathak 4

Independent

Director

June 17,
2024

3

5

1

Nil

Mr. Kunjal
Jayantkumar Soni 5

Independent

Director

February 22,
2022

...........................4.............................

........................6........................

..........................3.........................

.......................Nil........................

Ms. Shobha Bharti 6

Independent

Director

February 10,
2025 '

1

-

-

Nil

Harsh Kalpeshbhai
Shah

Chief Financial
Officer

September 3,
2021

-

-

-

-

Shyamsunder
Kiranbhai Panchal

Company Secretary
and Compliance
Officer

April 1, 2024

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

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

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

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

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

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

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

Sr.

No.

Name of Director

Name of Company and Designation

1

Mr. Nitinbhai Govindbhai Patel

1

Yuranus Infrastructure Limited

Managing Director

2

NG Organics Private Limited

Director

3

Axita Industries Private Limited

Director

4

Axita Exports Private Limited

Director

5

AKPR Infrastructure Private Limited

Director

6

Axita Green Hydrogen Private Limited

Director

7

KPR Sports And Media Private Limited

Director

2

Mr. Kushal Nitinbhai Patel

1

Axita Industries Private Limited

Director

2

Axita Exports Private Limited

Director

3

AKPR Infrastructure Private Limited

Director

4

Axita Green Hydrogen Private Limited

Director

5

KPR Sports And Media Private Limited

Director

3

Mr. Nilesh Hasmukhbhai Kothari

1

Yuranus Infrastructure Limited

Director

2

NG Organics Private Limited

Add. Director

4

Mr. Vinod Kanubhai Rana *

1

Yuranus Infrastructure Limited

Director

2

VMS Industries Limited

Director

3

Agricon Nutritech Limited

Director

5

Mr. Utsav Himanshu Trivedi *

1

KPR Sports And Media Private Limited

Add. Director

6

Ms. Shivani Rajeshbhai Pathak *

1

Adline Chem Lab Limited

Director

2

Hindprakash Industries Limited

Director

3

Agricon Nutritech Limited

Director

7

Ms. Shobha Bharti 1

Nil

* Non Executive Independent Director

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

Retirement by Rotation:

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

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in
pursuance 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:

Total

Percentage (%)

Executive Directors:

1. Mr. Nitinbhai Govindbhai Patel - Chairman Cum Managing Director

2. Mr. Kushal Nitinbhai Patel - Managing Director

3. Mr. Nilesh Hasmukhbhai Kothari Managing

3

42.86%

Non-Executive Independent Directors:

1. Mr. Vinod Kanubhai Rana - Independent Director

2. Mr. Utsav Himanshu Trivedi - Independent Director

3. Ms. Shivani Rajeshbhai Pathak - Independent Director 1

4. Ms. Shobha Bharti- Independent Director 2

4

57.14%

7

100.00%

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

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

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

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

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

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

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

Key Managerial Personnel:

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

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

Sr. No.

Name

Designation

1.

Mr. Nitinbhai Govindbhai Patel

Chairman Cum Managing Director

...................2...................

Mr. Kushal Nitinbhai Patel 1

Managing Director

...................3...................

Mr. Harsh Kalpeshbhai Shah

Chief Financial Officer

4.

Mr. Shyamsunder Kiranbhai Panchal

Company Secretary & Compliance Officer

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

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

b. they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

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

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

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

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

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

17. RELATED PARTY TRANSACTIONS:

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

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

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

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

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

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

19. PARTICULAR OF EMPLOYEES:

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

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

20. AUDITORS:

a. Statutory Auditors and 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) were
re-appointed as the Statutory Auditors of the Company at the 10th Annual General Meeting held on
September 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 effect
from the same date, due to an internal strategic realignment and a firm-level decision to restrict their
assurance services, including statutory audits. The resignation was not related to any event concerning the
Company’s operations, governance, or performance. There were no circumstances connected with their
resignation that, in their opinion, needed to be brought to the attention of the stakeholders of the Company.
The resignation was submitted in accordance with Section 140(2) of the Companies Act, 2013.

The 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 any
qualification, reservation, adverse remark, or disclaimer. The Notes to the Financial Statements referred to
in 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 & Shah
LLP during their tenure as Statutory Auditors of the Company.

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

Subsequently, on the recommendation of the Audit Committee and upon consideration by the Board of
Directors at its meeting held on August 25, 2025, a suitable resolution is being incorporated in the Notice
convening the 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 Statutory
Auditors of the Company for the first term of five (5) consecutive years from the conclusion of the 12th
AGM till the conclusion of the 17th AGM to be held in the year 2030, at a remuneration as may be mutually
agreed between the Board and the Statutory Auditors.

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

b. Cost Auditors and Cost Audit

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

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

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

c. Secretarial Auditors

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

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

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

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

Sr.

No. 1
(

Compliance

Requirement

Regulations.

circulars/

guidelines

including

specific

clause)

Regulatio Deviati
t n/ ons/

/ Circular Details
No. of
Violati
on

Action

Taken

by

Type of
Action

Fine

Amoun

t

Observations/
Remarks of
the Practicing
Company
Secretary

Management

Response

1

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Delay in BSE

Fine levied

(Rs.

The Company

The delay in

of SEBI n 42 (3)

disclosu

Limited

for non-

10,000/-

has taken

submission of the

(LODR)

re of and NSE

compliance

GST

necessary steps

disclosure was

Regulations,

record

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with the

@18%)

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2015

date for

via e-

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timelines in the

NSE.

future.

2

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Delay in BSE

Fine levied

(Rs.

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The Management

of SEBI n 42(3)

/ disclosu

Limited

for non-

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clarification

informs that the

(LODR)

42(4)

re of and NSE compliance

GST

was given by

deviation from the

Regulations,

record

Limited

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@18%)

the Listed

prescribed gap

2015

date or

via e-

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each

Entity to BSE

requirement was

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due to an overlap

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dated

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of two time-

nce with 14th

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on 15th

sensitive events

Sr. Compliance

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Action

Type of

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Management

No. Requirement

n /

ons /

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Remarks of

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the Practicing

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No.

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Company

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Secretary

including

on

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and was

the

2024

of SEBI

= Rs.

2024 that the

inadvertent.

prescrib

(LODR)

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Company has

Corrective

ed time

Regulations,

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taken

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gap

2015.

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been taken, and the

between

Fine amount -

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steps and has

Management

two

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paid the

ensures due care

record

(excluding

requisite Fine

and timely

dates

taxes) each by

of Rs.

compliance with

BSE and

11,800/-

all applicable

NSE.

(including

requirements in the

GST) each to
BSE Limited

future.

and NSE
Limited and
informed the
BSE Limited
and NSE
Limited.

Shri Premnarayan Ramanand Tripathi, proprietor of M/s. PRT & Associates, Company Secretaries in
Practice (FCS
8851, COP: 10029, Peer Review No 3273/2023) (“the PRT & Asso.”), Ahmedabad has
carried out the Secretarial audit for applicable businesses during the year. The Board of Directors has
appointed them as the Secretarial Auditors of the Company, for a period of five (5) consecutive the Financial
Year from
2025-2026 to the Financial Year 2029-2030. Accordingly, a suitable Resolution is being
incorporated in the Notice convening the 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 and
Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration No. 004690),
was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2024¬
2025.

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

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

21. INSURANCE:

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

22. WEBSITE:

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

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

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

24. MEETINGS OF THE COMPANY:

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

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

25. COMMITTEE OF BOARDS:

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

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

> Audit Committee

> Nomination and Remuneration Committee

> 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-Independent
Directors 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 Chairman
of the Company, taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization Programme:

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

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

26. RISK MANAGEMENT POLICY

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

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

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

Cyber Security:

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

Reporting of frauds by Auditors:

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

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

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

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

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

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

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

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

29. LISTING:

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

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

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

31. DECLARATION OF INDEPENDENCE:

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

32. ANNUAL RETURN:

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

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

34. CORPORATE GOVERNANCE:

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

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

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

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

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

35. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

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

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

37. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE:

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

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

Sr. No.

Particular

Amount in Rs.

i

Two percent of average net profit of the Company as per section 135(5)

46,98,501.84

ii

Total amount spent for the Financial Year

....................24,51,000.00'......

iii

previous years excess amount spent/adjusted for the financial year [(ii)-(i)]

....................22,98.457.76......

iv

Surplus arising out of the CSR projects or programmes or activities of the
previous financial years, if any

50,955.92

v

Amount available for set off in succeeding financial years [(iii)-(iv)]

..................................50,955.92.......

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

38. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

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

39. SECRETARIAL STANDARDS:

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

40. PREVENTION OF INSIDER TRADING:

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

41. HEALTH, SAFETY AND ENVIRONMENT:

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

42. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

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

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

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

43. ENHANCING SHAREHOLDERS VALUE:

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

44. OTHER DISCLOSURES:

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

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

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

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

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

45. APPRECIATION & ACKNOWLEDGEMENTS:

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

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

Axita Cotton Limited

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

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

Nitinbhai Govindbhai Patel

Date: August 25, 2025 Chairman Cum Managing Director

Place: Kadi, Mahesana DIN: 06626646

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