To,

Members of AKSHAR SPINTEX LIMITED,

The Directors of your Company are pleased to present the 10^th Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended on 31^st March, 2023 is as under: -

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

Sales & Profitability Review

During the year under review the Company has generated revenue from its operation of Rs. 13,553.25/- Lacs, lesser over the previous year's revenue of Rs. 17,210.84/- Lacs. The Company has booked profit before depreciation, interest and tax of Rs. 179.70/- Lacs as against Rs. 1643.67/- Lacs in the previous year. After providing for depreciation of Rs. 426.97/- Lacs (previous year Rs. 421.19/- Lacs), interest of Rs. 171.73/- Lacs (previous year Rs. 256.23/- Lacs), provision for current tax of Rs. Nil (previous year Rs. 160.51/- Lacs), deferred tax (net of adjustments) of Rs. (110.92)/- Lacs (previous year Rs. 156.89/- Lacs), the Net Loss After Tax worked out to Rs. (276.43)/- Lacs as compared to Profit of Rs. 702.36/- Lacs in the previous year.

REASON OF DECREASED REVENUE DURING THE YEAR 2022-2023

Shortage of Cotton which is the primary raw material for yarn manufacturing which is an agriculture produce. Prices of cotton were too high. Its supply and quality are subject to forces of nature. Any increase in the prices of raw cotton will make the things difficult for the Textile Industry resulting weak demand and thin margins. Thus availability of raw cotton at the reasonable prices is crucial for the spinning industry. Any significant change in the raw cotton prices can affect the performance of the Industry.

Growth prospects weakened due to unprecedented increase in the prices of commodities because of the ongoing conflict between Russia & Ukraine which has put breaks on the growth of the Global economies. The sharp rise in the fuel and food prices, high rate of inflation and tightening of monetary policy in several countries has further aggravated the problems for the Global Economies. In addition frequent and wider-ranging lockdown in china including in key manufacturing hubs have also slow down the economic activity and has thus caused new bottlenecks in Global supply chain. Indian Textile Industry continues to face stiff competition from China, Bangladesh, Taiwan, Sri Lanka and other emerging economies who have got the preferred treatment from the countries of European Union and U.S.A. Due to war between Russia & Ukraine recession arisen in European Unions (EU)/countries and. The government has also resumed negotiations with the European Unions (EU) for agreement on Trade and Investment which will help in tapping uncharted export markets.

We can say that Dollar price fluctuation is one the factor affected to all industries, you are well aware about dollar price fluctuation in last six months.

We are committed to achieve manufacturing excellence through adopting new technology and de-bottlenecking our constraints. Savings from the modernization is expected to be achieved during current year. War between Russia and Ukraine is resulting in supply chain disruptions and slowdown in the manufacturing sector all over the world particularly in Europe and America. This resulted in substantial decrease in exports due to lack of demand overseas, over supply in domestic market affected yarn prices adversely. Also, due to high cotton prices a part of cotton yarn production was diverted to synthetic yarn which has caused serious over supply in the market. Your Company, is reasonably optimistic and is evaluating all possible avenues to maintain profitability. The efforts to keep costs under control continue with emphasis on improved productivity and profitability.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the company.

DECLARATION OF DIVIDEND:

For the year under review, for furtherance of business and to meet day-to-day operational activities, your Board of Directors has decided to not recommend any dividend for the F.Y. 2022-2023.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, there were no instances incurred pursuant to which Company would require to transfer any amount to Investor Education and Protection Fund. Hence no reporting under this is required.

TRANSFER TO RESERVE:

The Board of Directors of your Company proposed not to transfer any amount to the General Reserves, for the year ended March 31, 2023.

HOLDING/SUBSIDIARY/ASSOCIATE:

The Company has no Holding, Subsidiary and Associate Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

The Company has applied to the Bombay Stock Exchange ("BSE") National Stock Exchange of India Limited ("NSE") for Sub-Division/Split of every 1 (One) equity share of face value of Rs. 10/- (Rupees Ten Only) each into 10 (Ten) equity shares of face value of Re. 1/- (Rupee One Only) each. It is pleasure to the Company and matter of appreciation that Company has got approval on August 1, 2023 for Split/SubDivision of Shares from BSE & NSE.

There are no other material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2022 to the date of this Report.

CAPITAL STRUCTURE:

During the year under review, there was no change in the Authorized Share Capital and Paid-up Share Capital of the company. At present Authorized capital of the company is Rs. 250,000,000/- (Twenty-Five Crore Only) divided into 25,000,000 (Two Crore Fifty Lacs) Equity Shares of Rs. 10/- each, and Paid-Up Capital of the Company is Rs. 249,990,000/- (Twenty-Four Crore Ninety-Nine Lacs Ninety Thousand Only) divided into 24,999,000 (Two Crore Forty-Nine Lacs Ninety-Nine Thousand) Equity Shares of Rs. 10/- each.

The Company has not come up with any Right issue, Issue of Employee Stock Options, Issue of Sweat Equity Shares, Issue of Debentures, issue of Bonds etc.

CREDIT RATING:

During the year under review, Credit rating is not applicable to the company.

LISTING OF SECURITIES WITH STOCK EXCHANGE:

The Equity Shares 24,999,000 (Two Crore Forty-Nine Lacs Ninety-Nine Thousand) of Rs. 10/- each of the Company are listed and traded at BSE & NSE Main Board.

DIRECTORS

The Board comprised of 6 (Six) Directors with combination of executive and non-executive directors, details of which are tabled below:

The Company has received declarations from all the directors and with reference to that, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

Independent Directors:

Declaration under Section 149(6):

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as laid down under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the provisions of the Companies Act, 2013, none Of the Independent Directors is liable to retire by rotation, they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. All the independent director has passed the said test in due course. In the opinion of Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with schedules and rules thereto as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are independent of management.

The Company has a Code of Conduct for the Directors and Senior Management Personnel. This Code is a comprehensive code applicable to all Directors and members of the Senior Management. A copy of the Code has been put on the Company's website www.aksharspintex.in

The Code has been circulated to all the Members of the Board and Senior Management Personnel and they have affirmed compliance of the same.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and Updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time. The Policy of Familiarization has been place at http://aksharspintex.in/pdf/Corporate%20Governance/Famalisation%20Programme.pdf

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. The following have been designated as the Key Managerial Personnel of the company as on 31/03/2023:

NUMBER OF BOARD MEETINGS:

During the year, 8 (Eight) Board meetings were convened and held. The details thereof are given in the Corporate Governance Report which forms part of this Annual Report in the form of "Annexure-I". The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The following Committees constituted by the Board function according to their respective roles and defined scope in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed thereunder:

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Complaints Committee for Sexual Harassment Complaints Redressal

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report as "Annexure-I". During the year under review, the Board has accepted all recommendations made by the various committees.

MEETING OF INDEPENDENT DIRECTORS

Further, the Independent Directors, at their exclusive meeting held on 14^th November, 2022 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS/NON-EXECUTIVE DIRECTORS:

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company's values and commitments. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including review of Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46 of the Listing Regulations, the details required are available on the website of your Company at www.aksharspinte.in.

FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

In line with Corporate Governance of the company, the Board generally performs the major roles such as give directions in the form of strategic decisions, provide control and support through advice to the management of the company. It becomes imperative to evaluate the performance of the board as they are perform their duties on behalf of stakeholders and protection of their interest is supremacy of any organization.

Further, the Board always emphasis the requirements of an effective Board Evaluation process and accordingly conducts the Performance Evaluation every year in respect of the following: i. Board of Directors as a whole. ii. Committees of the Board of Directors. iii. Individual Directors including the Chairman of the Board of Directors.

Board Evaluation helps to identify areas for potential adjustment and provides an opportunity to remind directors of the importance of group dynamics and effective board and committee processes in fulfilling's board and committee responsibilities.

The Main object of performance evaluation defined as per the below:

1. Improving the performance of Board towards corporate goals and objectives.

2. Assessing the balance of skills, knowledge and experience on the Board.

3. Identifying the areas of concern and areas to be focused for improvement.

4. Identifying and creating awareness about the role of Directors individually and collectively as Board.

5. Building Teamwork among Board members.

6. Effective Coordination between Board and Management.

7. Overall growth of the organization.

Performance evaluation of the Board based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Performance evaluation of Committees based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

The meeting of Independent Directors held separately to evaluate the performance of non-independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of Executive Directors and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the independent directors, at which the performance of the

Board, its Committee sand Individual Directors was also discussed. The entire board, excluding the independent director being evaluated, did performance evaluation of Independent Directors.

POLICY ON BOARD DIVERSITY:

The Nomination and Remuneration committee has framed a policy for Board Diversity, which lays down the criteria for appointment of Directors on the Board of your Company and guides organization's approach to Board Diversity.

The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Company's website at http://aksharspintex.in/pdf/Corporate%20Governance/Board%20Diversity%20Policy.pdf

POLICY ON CODE OF CONDUCT:

The Board of your Company has laid down two separate Codes of Conduct, one for all the Board Members and the other for Employees of the Company. This Code is the central policy document, outlining the requirements that the employees working for and with the Company must comply with, regardless of their location. Policy on code of conduct has been placed on the Company's website at http://aksharspintex.in/pdf/Corporate%20Governance/Code%20of%20Conduct%20for%20Senior%2 0Management.pdf

POLICY FOR DETERMINATION OF MATERIALITY OF ANY EVENT/ INFORMATION:

This policy requires the Company to make disclosure of events or information which are material to the Company as per the requirements of Regulation 30 of the Listing Regulations. Policy has been placed on the Company's website at http://aksharspintex.in/pdf/Corporate%20Governance/Materiality%20Event.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has framed a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

The Nomination and Remuneration Policy has been placed on the website of the Company at http://aksharspintex.in/pdf/Corporate%20Governance/Nomination%20and%20Remuneration%20Poli cy.pdf

ARCHIVAL POLICY:

As per the policy, the events or information which has been disclosed by the Company to the Stock Exchanges pursuant to Regulation 30 of the Listing Regulations shall be hosted on the website of the Company for a period of 5 years from the date of hosting. Archival Policy has been placed on the Company's website at; http://aksharspintex.in/pdf/Corporate%20Governance/Web%20Archival%20Policy.pdf

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been available on the Company's website at; http://aksharspintex.in/pdf/Corporate%20Governance/Insider%20Trading.pdf

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES:

The policy is used to identify material subsidiaries of the Company and to provide a governance framework for such material subsidiaries. Policy on determining Material Subsidiaries has been placed on the Company's website at; http://aksharspintex.in/pdf/Corporate%20Governance/Policy%20for%20Determining%20Material%20 Subsidiary.pdf

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures; the Directors had 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 as at 31^st March, 2023 and of the profit of the Company for that period; the Directors had 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; the Directors had prepared the annual accounts on a going concern basis; the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System including Internal Financial Controls, commensurate with the size, scale and complexity of its operations as approved by the Audit Committee and the Board. The Company maintains a system of internal controls designed to provide reasonable assurance regarding:

Effectiveness and efficiency of operations.

Adequacy of safeguards for assets.

Reliability of financial controls.

Compliance with applicable laws and regulations.

The Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. In addition, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Further, the Internal Financial Control framework is under constant supervision of Audit Committee, Board of Directors and Independent Statutory Auditors. During the year, no reportable material weakness in the design or operations was observed. The stakeholder may refer to the Audit report for comment on internal control system and their adequacy.

FRAUDS REPORTED BY THE AUDITORS:

No fraud has been reported by the Auditors to the Audit Committee or the board as specified under Section 143(12) of the Companies Act, 2013.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The stakeholders may refer notes to the financial statements and audit report part of this report.

REMUNERATION OF DIRECTORS AND EMPLOYEES:

Pursuant to Section 134(3) (q) and Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2022 and forming part of the Directors' Report for the said financial year is provided in "Annexure –II".

PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 10,200,000/- per annum and hence the Company is not required to give information under sub Rule

(2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY:

The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.

The Corporate Social Responsibility (CSR) Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Company's website at the link http://aksharspintex.in/pdf/Corporate%20Governance/CSR%20Policy.pdf

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as "Annexure III".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable still better compliance we have given AOC-2 as a part to this report. The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link http://aksharspintex.in/pdf/Corporate%20Governance/Related%20Party%20Policy.pdf

Your directors draw attention of the members to Note 33 to the financial statement which sets out related party transaction disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has not given any loans, guarantees, not made investments, and not provided securities along with the purpose for which the loan or guarantee or security is proposed. So, section 186 is not applicable to the company.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace for employee which is free of discrimination, further the Company conducts awareness programme at regular interval of time.

During the year under review, no complaints with allegations of sexual harassment were received as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as stated below:

(A) Conservation of energy-

Your Company is committed to sustainable business practices by contributing to environment protection and considers energy conservation as one of the strong pillars of preserving natural resources. This also helps in reducing carbon footprint across all its operations and improve the bottom-line under our 'Mission Sustainability'. I. The steps taken or impact on conservation of energy: -II. The Company applies strict control system to monitor day-to-day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. III. The steps taken by the company for utilizing alternate sources of energy; The Company has not taken any step for utilizing alternate source of energy.

IV. The capital investment on energy conservation equipment;

During the year under review, the Company has not made any capital investment on energy conservation equipment.

Power and Fuel Consumption:

Power Consumption:

Fuel Consumption:

(B) Technology absorption-

Your Company is committed towards technology driven innovation and inculcating an innovation driven culture within the organization. Your Company continued to work on advanced technologies, upgrade of existing technology and capability development in the critical areas for current and future growth.

I. The efforts made towards technology absorption;

II. The Company has not made any special effort towards technology absorption. However, company is always prepared for update its factory for new technology.

III. The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable IV. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: Not applicable V. The details of technology imported: Not applicable VI. The year of import: Not applicable

VII. Whether the technology been fully absorbed: Not applicable

VIII. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable IX. The expenditure incurred on Research and Development- Not applicable

(C.) Foreign exchange earnings and Outgo-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as an "Annexure IV" forming part of this Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is part to this Report. The Report on the Corporate Governance is annexed herewith as "Annexure -I".

AUDITORS & AUDITORS REPORT:

Statutory Auditor;

Pursuant to provisions of Section 139 of the Companies Act, 2013, M/s. H. B. Kalaria & Associates, Chartered Accountants (FRN: 104571W), were appointed as a Statutory Auditors of the Company to hold office from Conclusion of 8^th Annual General Meeting till the conclusion of 13^th Annual General Meeting to be held for the Financial Year ended on 31^st March, 2026. The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company

Further, the Statutory Auditor of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31^st March, 2023.

This Auditors' Report is self-explanatory except some remarks. The Clarification by board of Director for such points are provided hereunder;

As per Note 2.5 of the section Summary of Significant Accounting Policies the Company has not complied with the provisions of AS 15 – Employee Benefits with respect to creating a provision for leave encashment expense payable to its employees. In the matter it is clarified that the Company determines the liability for defined benefit plans on actual payment basis only.

The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets; the quarterly returns/statements filed by the Company with the banks during the reporting period are not in agreement with the books of accounts of the Company. The details regarding such reconciliation is as disclosed in note [31.1] of the financial statements.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

The Company has generally been regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities apart from a few delays in the payment of professional tax.

There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six months from the date they became payable. The details of which are as follows:

Secretarial Auditor;

CS Piyush Jethva, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company for the Financial Year 2022-2023 and have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2023. The Report forms part of this report as "Annexure V".

This Secretarial Auditors' Report is self-explanatory except some remarks. The explanation is provided hereunder;

The remuneration to one Director is in excess of the limit prescribed under the section 197 of the Companies Act, 2013. It is clarified that the management is expecting good profit for the year ended on 31^st March 2023 considering the previous year profit. However due to sudden burst of war between Russia and Ukraine, the demand of cotton and cotton product was drastically dropped and accordingly it has very bad effect on the profit ration of the company. As a result, company booked loss instead of profit during the year. Due to that reason the remuneration paid was result in excess remuneration from what is specified under section 197 of the Companies Act, 2013. However, the Nomination and remuneration committee has revied the same and recommended to board for waiver of the same. The Board also approved the waiver subject to approval by the Member as per section 197 (10) of the Companies Act, 2013. The approval of Share holder is requested in the matter in pursuing Annual General Meeting.

The Internal auditor was resigned from w.e.f 12^th August 2022. The Company is in search of suitable person who can do the duty of Internal Auditor in proper manner. Till 31^st March 2023, the company is not able to search such person so the post of Internal Auditor is vacant. The Management are very sure to fill the vacancy as soon as possible.

Due to heavy loss during the year. The company was facing heavy financial crisis, so during the year 2022-23, obligation towards expense of Corporate Social Responsibility is not fulfilled by the Company. However, the Company will comply with the provision of Section 135 in case of non-fulfillment of obligation towards expense of Corporate Social Responsibility.

Cost records and audit;

Cost Audit Report on cost records of the company for the financial year 2021-22 received from M/s. Mitesh Suvagiya & Co., Cost Auditor of the Company as placed before the meeting and initialed by chairman for the purpose of Identification considered and taken on note."

M/s. Mitesh Suvagiya & Co., Cost Accountant, have appointed as a Cost Auditor of the Company, by the Board of Directors in their Meeting held on 27^th May, 2023 on the recommendation of the Audit Committee, to conduct the Cost Audit of the records for the Financial Year 2023-2024 on a remuneration as mentioned in the Notice of Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Mitesh Suvagiya & Co. Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Member's ratification for the remuneration payable to Cost Auditor forms part of the Notice of the Annual General Meeting of the Company and same is recommended for your consideration and approval.

Internal Auditor;

During the year under review, Mr. Mehulkumar Parmar, an Internal Auditor has resigned from the Company w.e.f. 12^th August, 2022. The Company is not able to appoint internal auditor up to the 31^st March 2023.

RISK & MITIGATING STEPS:

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board. The Risk Management Policy has been placed on the website of the Company at; http://aksharspintex.in/pdf/Corporate%20Governance/Risk%20Management%20Policy.pdf

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

As per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has established a vigil mechanism through which employees and business associates may report unethical behavior, wrong doing, malpractices, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Policy provides that the Company investigates such reported matters in an impartial manner and takes appropriate action to ensure that requisite standards of confidentiality, professional and ethical conduct are always upheld.

The policy on vigil mechanism of the company is also available on the website of the company at; http://aksharspintex.in/pdf/Corporate%20Governance/Whistle%20Blower%20Policy.pdf

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. However, some complaint was made which was in the nature of Civil and Criminal against the Company. Further one case is pending at National Company Law Tribunal, Ahmedabad as on 31^st March 2023.

BUSINESS RESPONSIBILITY REPORT:

During the year under Review, the Report on Business Responsibility is not applicable to the company.

ANNUAL RETURN

Pursuant to the provision of Section 134(3(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2022-23 is uploaded on the website of the Company at www.aksharpintex.in

ACKNOWLEDGEMENT:

Your directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, Business Constituents and Shareholders for their continued and valuable cooperation and support to the Company and look forward to their continued support and co-operation in future too.

They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.