Aastha Spintex Ltd.-இன் இயக்குநர் அறிக்கை

Your directors are pleased to present their 13^th 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!

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
23^rd, 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.

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 31^st 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:

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: [email protected] 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:

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