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Axita Cotton Ltd			Industry : Textiles - Products


BSE Code:	542285	NSE Symbol:	AXITA	P/E(TTM):	135.71

ISIN Demat:	INE02EZ01022	Div & Yield %:	0	EPS(TTM):	0.07

Book Value(Rs):	1.8851304	Market Cap ( Cr.):	330.38	Face Value(Rs):	1

Change Company

Dear Shareholders,

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

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“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 except 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'(Diluted)	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:

				No. of Committee ¹
Name of Director and KMP	Category Cum Designation	Date of Appointment at current Term & designation	Total Directorship	in which Director is Members	in which Director is Chairman	No. of 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 3 4}

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	3	42.86%
2. Mr. Kushal Nitinbhai Patel - Managing Director
3. Mr. Nilesh Hasmukhbhai Kothari Managing
Non-Executive Independent Directors:
1. Mr. Vinod Kanubhai Rana - Independent Director	4	57.14%
2. Mr. Utsav Himanshu Trivedi - Independent Director
3. Ms. Shivani Rajeshbhai Pathak - Independent Director ¹
4. Ms. Shobha Bharti- Independent Director ²
	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 10^th Annual General Meeting held on September
30, 2024, for a second term of five consecutive financial years from FY 2024-2025 to FY
20282029.
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 12^th Annual
General Meeting at Item No. 3, seeking the appointment of M/s. P K N & Co., Chartered
Accountants (FRN: 137148W & Peer Review No.: 020163) (“the Firm”) as
the Statutory Auditors of the Company for the first term of five (5) consecutive years
from the conclusion of the 12^thAGM till the conclusion of the 17^th
AGM to be held in the year 2030, at a remuneration as may be mutually agreed between the
Board and the Statutory Auditors.
M/s. P K N & Co., Chartered Accountants, established in 2020 in
Ahmedabad, is a multi-disciplinary firm offering a wide range of professional services
including audit and assurance, direct and indirect tax advisory, accounting, startup and
MSME consultancy, and capital restructuring. The firm serves clients across sectors such
as manufacturing, construction, banking, IT, and textiles. With a focus on quality,
confidentiality, and timely service, the firm delivers value-driven solutions through its
competent and committed team. The firm holds a valid Peer Review Certificate (No. 020163)
issued by the Peer Review Board of ICAI, valid until March 31, 2028.

b. Cost Auditors and Cost Audit

In the financial year 2024-2025, on basis of recommendation by Audit
Committee and approval of the Board of Directors of the Company at their meeting held on
September 05, 2024, had approved the appointment of Ms. Reena K. Patadiya (ACMA and
M.Com.), Proprietor of a Proprietorship firm (PAN BJFPP1420A and Firm Registration No.
004346) as a Cost Auditor of the Company to audit the 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 12^th 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. Compliance No. Requirement
(Regulations/ circulars/ guidelines including specific clause)
Regulatio n / Circular No.
Deviati ons / Details of Violati
on
Action Taken by
Type of Action
Fine Amoun t
Observations/ Remarks of the Practicing
Company Secretary
Management Response

1 Regulation 42 of SEBI (LODR)
Regulations, 2015
Regulatio n 42 (3)
Delay in BSE disclosu Limited re of and NSE
record Limited date for via e- Dividen mail d dated 13^th Septemb er, 2024

Fine levied for noncompliance with the
provisions mentioned under Regulation 42(3) of SEBI (LODR) Regulations, 2015. Fine amount
- Rs. 10000/- (excluding taxes) each by BSE and NSE.
(Rs. 10,000/- +GST @18%) each exchang e = Rs.
11,800/- each exchang e
The Company has taken necessary steps and has
paid the requisite Fine of Rs. 11,800/- (including GST) each to BSE Limited and NSE
Limited and informed the BSE Limited and NSE Limited on 14^thSeptember, 2024.
The delay in submission of the disclosure was
inadvertent and unintentional. Corrective steps have been taken to strengthen internal
processes, and the Management ensures to take due care and comply with all applicable
requirements within the prescribed timelines in the future.

2 Regulation 42 of SEBI (LODR)
Regulations, 2015
Regulatio n 42(3) / 42(4)
Delay in BSE disclosu Limited re of and NSE
record Limited date or via e- non- mail complia dated nce with 14^th

Fine levied for noncompliance with the
provisions mentioned under Regulation
(Rs. 10,000/- +GST @18%) each exchang e
The requisite clarification was given by the
Listed Entity to BSE Limited and NSE Limited on 15^th
The Management informs that the deviation
from the prescribed gap requirement was due to an overlap of two time- sensitive events

ensuring the prescrib ed time g^ap
between two record dates
October, 2024
42(3) / 42(4) of SEBI (LODR) Regulations,
2015. Fine amount - Rs. 10000/- (excluding taxes) each by BSE and NSE.
= Rs. 11,800/- each exchang e
October, 2024 that the Company has taken
necessary steps and has paid the requisite Fine of Rs. 11,800/- (including GST) each to
BSE Limited and NSE Limited and informed the BSE Limited and NSE Limited.
and was inadvertent. Corrective measures have
been taken, and the Management ensures due care and timely compliance with all applicable
requirements in the future.

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 12^th
Annual General Meeting at Item No. 6 seeking Members' approval for their appointment.

d. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if
any of the Companies Act, 2013 M/s RJ and Associates, Cost Accountants, a Partnership firm
(PAN ABCFR2322R and Firm Registration No. 004690), was appointed as an Internal Auditor of
the Company for Internal Audit of the Company for F.Y. 20242025.
The Company continued to implement his suggestions and recommendations
to improve the control systems. Their scope of work includes review of processes for
safeguarding the assets of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths in all areas. Internal
Auditor's findings are discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an ongoing basis to improve efficiency
in operations.
M/s RJ and Associates, Cost Accountants, a Partnership firm (PAN
ABCFR2322R and Firm Registration No. 004690), Ahmedabad has carried out the Internal audit
for applicable businesses during the year. The Board of Directors has appointed them as
the Internal Auditors of the Company, for the Financial Year from 2025-2026.
Accordingly, a suitable Resolution is being incorporated in the Notice convening the 12^thAnnual General Meeting at Item No. 6 seeking 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 NonIndependent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and familiarization Programme:

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

26. RISK MANAGEMENT POLICY

Under the framework, the Company has laid down a Risk Management Policy
which defines the process for identification of risks, its assessment, mitigation
measures, monitoring and reporting. While the Company, through its employees and Executive
Management, continuously assess the identified Risks, the Risk Management Committee
reviews the identified Risks and its mitigation measures annually.
The top 10 risks identified by the Company includes - 2 Strategic
Risks, 7 Operational Risks & 1 Regulatory Risks. Key Strategic Risks include demand
destruction / shift, geopolitical issues and reputational risks. Key Operating Risks
include customer concentration, vendor concentration, availability of competent human
resource, major system outages, industrial safety, sustainability and cyber security /
data protection. Regulatory Risks include litigation and regulatory compliances.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and
Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has developed and
implemented the Risk Management Policy. The policy envisages identification of risk and
procedures for assessment and strategies to mitigate / minimisation of risk thereof. The
Risk Management Policy of the Company is available at the 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}