Your directors are pleased to present their 13th Annual Report and the Company's audited financial statement for the financial year ended March 31, 2026.
FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2026 is summarized below:
(INR in Lakhs!
|
Particulars
|
31-Mar-26
|
31-Mar-25
|
|
(Year Ended)
|
(Year Ended)
|
|
Revenue
|
44,264.27
|
35,116.02
|
|
Other Income
|
75.88
|
100.85
|
|
Total Income
|
44,340.15
|
35,216.87
|
|
Expenditure
|
40,955.61
|
31,950.25
|
|
Interest
|
1,212.38
|
1,015.06
|
|
PBDT
|
4,180.47
|
4,071.83
|
|
Depreciation
|
795.93
|
805.21
|
|
PROFIT BEFORE TAX
|
3,384.54
|
3,266.62
|
|
Less: Tax
|
982.00
|
851.93
|
|
Deferred Tax
|
28.95
|
65.08
|
|
Net Profit
|
2,373.58
|
2,349.61
|
|
Equity
|
3,164.22
|
2,993.62
|
|
EPS Basic
|
7.75
|
8.50
|
|
EPS Diluted
|
7.51
|
8.50
|
COMPANY'S PERFORMANCE:
During the year the Company has revenue from operation of Rs. 44,264.27 Lakhs as compared to last year of Rs. 35,116.02 Lakhs. Accordingly, net profit of the Company also increased from Rs. 2,349.61Lakhs in last year to Rs. 2,373.58 Lakhs in this year.
DIVIDEND:
In view of the overall performance of the Company, while retaining capital to support future growth and in line with the Dividend Distribution Policy, the Board at its meeting held on July 23rd, 2026, recommended a final dividend of ^ 0.10 (Ten paise only] per equity share of ^ 10 each fully paid (i.e., 1% of the face value], subject to the approval of members at the ensuing Annual General Meeting (the “AGM”). The dividend, if approved at the AGM will be paid to those members whose names appear on the register of members of the Company as of end of the day on Record Date as approved by the Board. The total dividend payout will be approximately ^ 44.14 Lakhs (including tax). In terms of the provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the members, and therefore will be subject to deduction of applicable tax. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“SEBI Listing Regulations”), the Dividend Distribution Policy, is available on the Company's website at https://aasthaspintex.com/pdf/Policies/dividend-distribution- policy.pdf .
TRANSFER TO RESERVE:
The Company has not transferred any amount to reserve during the year under review. LISTING OF THE COMPANY:
The Company has been listed on BSE Limited and National Stock Exchange of India Limited on 6 July 2026 for trading of Equity Shares of the Company.
SHARE CAPITAL:
The Authorized Share Capital of the Company is ^ 45 Crores divided into 4,50,00,000 Equity Shares of Rs. 10/- Each. The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2026 was ^3,164.22 Lakhs divided into 3,16,42,190 Equity Shares of face value of ^ 10 each.
After closure of Financial Year 2025-26, the paid-up equity shares capital of the Company increased by 1,25,00,000 equity shares, comprising 1,25,00,000 equity shares having face value of Rs. 10 issued pursuant to the Initial Public Offer (IPO), aggregating to Rs.170.00 Crore at an issue price of Rs.136 per equity share (face value of Rs. 10 each).
CHANGE IN NATURE OF BUSINESS:
During the year under review and up to the date of this Report, there was no change in the nature of the business of the Company. The Company continued to carry on its existing business activities in the ordinary course of business.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Directors or key managerial personnel who were appointed or have resigned during the year under review.
|
Name of Director
|
Date of Change
|
Particulars of Change
|
|
Anant Bharatbhai Bhatt
|
July 15, 2025
|
Appointed as an Additional Independent Director of the Company.
|
|
Vora Indira Suresh
|
July 15, 2025
|
Appointed as an Additional Independent Director of the Company.
|
|
Shyamsunder Kiranbhai
|
July 15, 2025
|
Appointed as an Additional Independent
|
|
Panchal
|
Director of the Company.
|
|
Anant Bharatbhai Bhatt
|
August 8, 2025
|
Regularised as an Independent Director of the Company.
|
|
Vora Indira Suresh
|
August 8, 2025
|
Regularised as an Independent Director of the Company.
|
|
Shyamsunder Kiranbhai Panchal
|
August 8, 2025
|
Regularised as an Independent Director of the Company.
|
|
Rukaiya Mufazzal Shakir
|
September 10, 2025
|
Appointed as an Additional Independent Director of the Company.
|
|
Jashvant Valjibhai Patel
|
September 10, 2025
|
Re-designated as an Executive Director of the Company.
|
|
Rukaiya Mufazzal Shakir
|
September 27, 2025
|
Regularised as an Independent Director of the Company.
|
|
Amrutiya Pankajkumar
|
September 27,
|
Regularised as a Non-Executive Director of
|
|
Chaturbhai
|
2025
|
the Company.
|
|
Kunal Babulal Monpara
|
July 01, 2025
|
Appointed as CFO of the Company
|
MEETINGS OF THE BOARD:
The Board and Committee meetings are pre-scheduled and a tentative calendar of the meetings shall be finalized in consultation with the Directors to facilitate them to plan their schedule. During the year under review, 25 (Twenty-Five] board meetings were held. The details of the meetings are mentioned in the Corporate Governance Report.
DECLARATION OF INDEPENDENCE:
In line with Section 149(7] of the Companies Act, 2013, each independent director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013, and complies with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Furthermore, they have affirmed compliance with the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013. The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
OPINION OF THE BOARD:
The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013, and SEBI Listing Regulations diligently
BOARD EVALUATION:
Under the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company has carried out the Board Evaluation process of the performance of the Board, Board Committees, Directors including Executive Directors, Independent Directors, and the Chairman. This exercise was carried out following the Company's Nomination and Remuneration Policy within the framework of applicable laws.
The questionnaire and the evaluation process were reviewed in line with the SEBI guidance note and suitably aligned with the requirements. While evaluating the performance and effectiveness of the Board, various aspects of the Board's functioning, such as adequacy of the composition and quality of the Board, time devoted by the Board to the Company's long-term strategic issues, the quality and transparency of Board discussions, and execution and performance of specific duties, obligations, and governance were taken into consideration. Committee performance was evaluated on their effectiveness in carrying out respective mandates, composition, the effectiveness of the committees, the structure of the committees and meetings of the committee, and its contribution to decisions of the Board. A separate exercise was carried out to evaluate the performance of Executive Director including the Chairman of the Board and Independent Directors, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgement, safeguarding the interests of the Company, focus on the creation of shareholder's value, ability to guide the Company in key matters, attendance at meetings, etc. The Directors expressed their satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY:
The Board, based on the recommendation of the Nomination and Remuneration Committee, framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of Directors, Senior Management, Key Managerial Personnel (“KMP”) including their remuneration. The Committee plays an important role in selection of Directors, Senior Management and KMP inter-alia including determination of qualifications, experience, expertise, and board diversity.
The Non-Executive Directors are remunerated by way of sitting fees for attending Board and Committee meetings. The remuneration to a Whole-time Director/Executive Directors is broadly divided into fixed and variable components.
The remuneration payable to them is subject to approval of the members of the Company. The Company's Nomination and Remuneration Policy is made available at https://aasthaspintex.com/pdf/Policies/nomination-and-remuneration-policy.pdf
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
The Nomination and Remuneration Committee (NRC) shall assess the independence of directors at the time of appointment; re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.
MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the Independent Directors was held on September 25 2025 inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
COMPLIANCE WITH THE CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:
All Directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached to the Corporate Governance report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
In terms of Section 118(10] of the Companies Act, 2013, the Company complies with Secretarial Standards 1 and 2, relating to the 'Meetings of the Board of Directors' and 'General Meetings', respectively as issued by the Institute of Company Secretaries of India (“ICSI”] and approved by the Central Government.
COMMITTEES OF THE BOARD:
As on March 31, 2026, the Board has the following Committees:
i] Audit Committee
ii] Nomination and Remuneration Committee
iii] Stakeholders Relationship Committee
iv] Corporate Social Responsibility Committee
v] Prevention Of Sexual Harassment Committee
vi] IPO Committee
The composition of the committees are as follows:
Name of the Committee Composition of the Committee
Chairperson: Shyamsunder Kiranbhai Panchal Audit Committee Members: Indira Suresh Vora,
Members: Divyang Jashwant Patel Chairperson: Anant Bharatbhai Bhatt
Nomination and Remuneration
Members: Shyamsunder Kiranbhai Panchal,
Committee
Members: Pankajkumar Chaturbhai Amrutiya
,,,,,, , Chairperson: Pankajkumar Chaturbhai Amrutiya
Stakeholders' Relationship „ , ,
Members: Anant Bharatbhai Bhatt,
Committee
Members: Indira Suresh Vora Chairperson: Divyang Jashwant Patel IPO Committee Members: Vivek Rasiklal Gothi,
Members: Jashwant Valjibhai Patel
„ „ , , Chairperson: Vivek Rasiklal Gothi
Corporate Social Responsibility
r ^ Members: Shyamsunder Kiranbhai Panchal,
(CSR] Committee „ „
Members: Anant Bharatbhai Bhatt
, „ , Presiding Officer: Vivek Rasiklal Gothi
Internal Committee under the
iTT Members: Indira Suresh Vora,
Prevention of Sexual Harassment
(POsh) a t Members: Jagrutiben Vaghela (External/NGO
Member]
DIRECTORS AND OFFICERS INSURANCE ('D & O INSURANCE'):
The Company has procured D & O liability insurance policy that covers the members of the Board and Officers of the Company for such quantum and risks as determined by its Board of Directors.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered 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, Company has entered into any contract or arrangement or agreements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013. Form AOC 2 regarding the details of related party transactions is annexed with this report as "Annexure I" of this report.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on corporate governance as stipulated under the SEBI Listing Regulations forms an integral part of this report.
DISCLOSURE OF REMUNERATION AND OTHER DETAILS
Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure II to this report.
VIGIL MECHANISM:
The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. In terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations and to uphold and promote these standards, the Company has a Whistle Blower Policy which serves as a mechanism for its Director(s) and employee(s) to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides employee(s) access to the Chairman of the Audit Committee under certain circumstances. The details of the procedures are also available on the Company's website. During the year under review the company has not received any complaint(s).
ANNUAL RETURN
Pursuant to Section 92(3] read with Section 134(3](a] of the Companies Act, 2013, the Annual Return as on March 31, 2026 is made available on the Company's website at https: //www.aasthaspintex.com/investor .
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis (MDA) for the year under review as stipulated under Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. In the opinion of the Board there has been no identification of element of risk that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013, and rules made thereunder has constituted CSR Committee consisting as mentioned below. A brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the year is given in Annual Report on Corporate Social Responsibility (CSR) activities in the Annexure III, which forms part of this report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc. Various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of training and familiarization program are available on the website at https://www.aasthaspintex.com/investor.
STATUTORY AUDITOR & STATUTORY AUDITOR REPORT:
M/s. S. N. SHAH & ASSOCIATES, Chartered Accountants, Statutory Auditor of the Company has been appointed for the term of 5 years from F.Y. 2021-22 and holds office till the conclusion of Annual General Meeting for the Financial Year ending on 31st March, 2026.
Directors recommends the appointment of M/s. SNDK & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the ensuing Annual General Meeting held for the Financial Year 2025-26 until the conclusion of the Annual General Meeting to be held for the Financial Year ending 31st March, 2031.
The Notes forming part of the Financial Statements referred to in the Auditors' Report are self¬ explanatory and do not call for any further comments except as disclosed in the CARO report of the Statutory Auditor. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
Explanation/Comments from Board for CARO Report Comments: The Company is in process of the transfer of unspent CSR amount into “Unspent CSR account of F.Y.2025-26”. The Company will spend the CSR amount in the respective applicable activities as per the Companies Act, 2013.
COST AUDITOR & COST AUDIT REPORT:
Your Board has appointed M/s. Modh Rahul & Co. (Firm Registration No. 001255], Cost Accountants, as Cost Auditors of the Company for conducting Cost audit for FY 25-26. A resolution seeking approval of the Members for ratifying the remuneration of ^50,000 (Rupees Fifty Thousand] plus applicable taxes, travel and actual out-of-pocket expenses payable to the Cost Auditors for FY 2026-27 is provided in the Notice of the ensuing AGM. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 read with Regulation 24A of the SEBI Listing Regulations, as amended, the Board of Directors has proposed the appointment of M/s. UTKARSH SHAH & CO., Practicing Company Secretaries, a peer reviewed firm, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2026-27 to FY 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.
The Secretarial Audit of the Company for the Financial Year 2025-26 was conducted by M/s. DHYANAM VYAS & ASSOCIATES, Practicing Company Secretaries. The Secretarial Audit Report issued by them in Form MR-3 for the period under review is annexed as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except as disclosed in the report.
INTERNAL AUDITOR & INTERNAL AUDIT REPORT:
The Company has appointed M/s. ZAPDA & ASSOCIATES, Chartered Accountants, as the Internal Auditors of the Company to conduct the internal audit of the Company and submit its
internal audit findings to the Audit Committee which are periodically reviewed by the Committee along with Internal Audit Team of the Company
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company had adopted necessary technology and had taken initiatives to conserve the energy wherever possible and same being not in reportable size, hence the details as required to be reported under Rules 8(3] Companies (Accounts) Rules, 2015, is not given. The Company has no foreign exchange earnings and outgoing during the year under review.
SIGNIFICANT AND MATERIAL ORDERS:
There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.
CREDIT RATING:
The Company has taken following credit rating during the period under review:
|
Instrument / Facility
|
Amount (Rs. in Cr)
|
Current
Ratings
|
Previous Ratings
|
Rating
Action
|
Complexity
Indicator
|
| |
|
IVR
|
|
|
|
|
Long Term Facilities
|
51.15
(Reduced from 57.26]
|
BBB /Stable [IVR Triple B Plus with
|
IVR BBB/Stable [IVR Triple B with Stable Outlook]
|
Upgraded
|
Simple
|
| |
|
Stable Outlook]
|
|
|
|
|
Short Term Bank
|
8.85
(Enhanced
|
IVR A2 [IVR A Two]
|
IVR A3 [IVR A Three]
|
Upgraded
|
Simple
|
|
Facilities
|
from 2.48]
|
|
|
|
| |
60.00
|
|
|
|
|
|
Total
|
(Enhanced from 59.74]
|
|
(Rupees Sixty-Crore only]
|
|
|
|
MERGERS AND ACQUISITIONS:
|
|
|
|
During the financial year under review, the Company did not undertake any mergers, amalgamations, acquisitions, takeovers, or restructuring transactions. There were no strategic investments resulting in acquisition of control, business transfers, or consolidation of entities.
DIRECTORS TO RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Divyang Jashvantbhai Patel (DIN: 03148915), retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re¬ appointment The details of the Directors to be re-appointed as required under the provisions of the and the Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
Your Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the financial year under review. Eligible women employees were provided maternity benefits in accordance with the provisions of the Act.
CEO/CFO CERTIFICATION:
In compliance with Regulation 17(8) of the Listing Regulations, a Certificate from Chairman & Managing Director and Chief Financial Officer of the Company (Annexure - V) to the Board of Directors as specified in Part B of Schedule II of the Listing Regulations forms part of the Annual Report 2025-26.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards sexual harassment at the workplace has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received regarding sexual harassment. All employees are covered under this Policy. The details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder are provided in the Corporate Governance Report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of
Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company's website.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board of Directors wishes to inform the Members that certain material changes and commitments affecting the financial position and capital structure of the Company have occurred between the end of the financial year ended 31 March 2026.
• Increase in Authorised Share Capital
It is proposed to increase the authorised share capital of the Company from ^45.00 Crores to ^100.00 Crores, divided into 10,00,00,000 (Ten Crore) Equity Shares of ^10/- each, with consequential alteration of the Capital Clause of the Memorandum of Association. The said proposal is being placed before the Members for their approval at the ensuing Annual General Meeting.
• Proposed Initial Public Offering
After closure of Financial Year 2025-26 the paid-up equity shares capital of the Company increased by 1,25,00,000 equity shares, comprising 1,25,00,000 equity shares having face value of Rs. 10 issued pursuant to the Initial Public Offer (IPO), aggregating to Rs.170.00 Crore at an issue price of Rs. 136 per equity share (face value of Rs.10 each).
INSURANCE:
All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.
DETAILS OF SUBSIDARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The company does not have any Associate firm, Joint Venture or subsidiary.
INDUSTRIAL RELATIONS:
Industrial relations have remained cordial during the year under review, and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels, contributing to the successful operations of the Company.
GREEN INITIATIVES:
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of Annual General Meeting of the Company including the Annual Report for FY 2025-
26 are being sent to all members whose e-mail addresses are registered with the Company/ Depository Participant^].
DEPOSITS:
During the financial year under review, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies of the Companies Act, 2013 read with The Companies (Acceptance of Deposits] Rules, 2014.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The Company has not made any such valuation during the FY 2025-26.
ALTERATION IN MOA, AOA AND CONVERSION OF THE COMPANY:
During the year under review and subsequent to the financial year-end, the Company made several alterations to its Memorandum of Association, primarily pursuant to changes in its authorised share capital, conversion from a Private Limited Company into a Public Limited Company, reclassification of authorised share capital and the proposed Initial Public Offering. The Articles of Association were also amended/adopted on account of the conversion of the Company into a Public Limited Company and in connection with the proposed IPO.
DETAILS OF NODAL OFFICER:
In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund] Rules, 2016, the detail of Dy. Nodal Officer of the Company, for the purpose of coordination with Investor Education and Protection Fund (IEPF) Authority is as under:
Name: TUSHAR DHIRUBHAI DEVERA Designation: COMPANY SECRETARY
Postal Address: SURVEY NO 1441 1442 1448/1 1449 1450/2 P2 & 1443/P2, HALVAD MALIYA HIGH WAY, Surendra Nagar, Halvad, Gujarat-363330, India,
Email id: cs@aasthaspintex.com Mobile No: 91 9081535400
The Company has also displayed the above details of Nodal Officer at its Website at https://www.aasthaspintex.com/investor.
ANNUAL LISTING FEE:
The Company has paid of listing with BSE Limited.
NO ONE TIME SETTLEMENT:
There was no instance of one-time settlement with any Bank or Financial Institution.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company states that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/EMPLOYEE STOCK OPTION SCHEME:
The Company has not issued any equity shares with differential voting rights or sweat equity shares or employee stock option scheme. Hence disclosure regarding the same is not given.
ISSUE OF EQUITY SHARES AND PREFERENCE SHARES
During the year under review, the Company has issued and allotted Equity Shares and Compulsorily Convertible Preference Shares (“CCPS”). The details of such issue and allotment are as under:
|
Sr.
No.
|
Type of Issue
|
Particulars
|
No. of Shares
|
Date of Allotment
|
| |
|
PREFERENCE SHARES (CCPS)
|
|
|
|
1.
|
Preferential
Allotment
|
Preferential allotment of CCPS
|
3,03,030
|
19 May 2025
|
| |
|
EQUITY SHARES
|
|
|
|
2.
|
Conversion of
|
Allotment pursuant to conversion
|
2,00,000
|
14 July 2025
|
| |
CCPS
|
of 2,00,000 CCPS into Equity Shares
|
|
|
3.
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Conversion
CCPS
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of Allotment pursuant to conversion of of 19,73,670 CCPS into Equity 19,73,670 Shares
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22 September 2025
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The aforesaid issue and allotments were made in accordance with the applicable provisions of the Companies Act, 2013, the Articles of Association of the Company and the requisite approvals obtained from the Board of Directors and Members of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
The Company has disclosed the full particulars of the loans given, Investments made, Guarantees given or Securities provided as covered under the provisions of Section 186 of the Companies Act, 2013 in the notes to the Financial Statements forming a part of this Annual Report.
DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:
The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
MAINTENANCE OF COST RECORDS
In accordance with Section 148 of the Companies act, 2013 read with the companies (cost records and audit) amendments rules, 2014, the maintenance of cost records is applicable to company for F.Y. 2025-26 and the company is maintaining the same.
DETAIL OF FRAUD AS PER AUDITORS REPORT
Tere was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made there under.
CONSOLIDATED FINANCIAL STATEMENTS
Company doesn't have any subsidiaries so there is no need to prepare consolidated financial statement for the F.Y. 2025-26.
POLICIES
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has adopted the following policies:
a) Corporate social responsibility policy;
b) Risk management policy;
c) Vigil mechanism policy/Whistle blower policy;
d) Nomination and remuneration policy;
e) Code of practices and procedures for fair disclosure of unpublished price sensitive information as per SEBI Insider Trading Regulations;
f) Code of conduct to regulate, monitor and report trading by its employees and other connected persons towards achieving compliance with SEBI Insider Trading Regulations;
g) Policy on materiality of related party transactions;
h) Policy for determining 'material' subsidiaries;
i) Policy on identification of Group Companies, Material Creditors and Material Litigations;
j) Policy on determination of Materiality for Disclosure of Events and Information
k) Dividend Distribution Policy;
l) Archival Policy
m) Code of conduct for all members of the Board and senior management; and
n) Policy for the evaluation of the performance of the independent directors and the board of directors.
o) Policy on Prevention of Sexual Harassment in the Workplace.
All the above policies have been displayed on the website of the Company viz. https://www.aasthaspintex.com/investor#
INSOLVENCY AND BANKRUPTCY CODE:
The Company has not made any application and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.
ACKNOWLEDGMENT:
Your directors would like to express their sincere appreciation for the assistance and co¬ operation received from the customers, vendors, banks, members and government authorities during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the company's staff and workers.
BY ORDER OF THE BOARD OF DIRECTORS,AASTHA SPINTEX LIMITEDDIVYANG JASHWANT PATEL VIVEK RASIKLAL GOTHI
(Managing DIRECTOR) (WHOLE TIME DIRECTOR)
DIN: 03148915 DIN: 03149400
DATE: 25/ 08 /2026 PLACE: HALVAD
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