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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Aksh Optifibre Ltd.

Mar 31, 2025

The Directors of your company are pleased to present the Thirty-Eighth (38th) Annual Report on the business and operations of Aksh Optifibre Limited, along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL RESULT

The summary of financial performance of Aksh Optifibre Limited (âAkshâ or "the Companyâ), for the Financial Year ended March 31, 2025 is summarized below:

Particulars	Financial Year ended 2024-25	Rs. in Lakhs Financial Year ended 2023-24
Revenue from Operations	12,712.48	21,502.16
Other Income	156.59	309.80
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax	(134.16)	2,111.15
Depreciation/ Amortization Expenses/ Impairment	1,248.83	2,187.83
Profit before Interest, Amortization, Exceptional Items & Tax	(1,382.99)	(76.68)
Finance Cost	856.92	1,032.23
Profit/ (Loss) before Exceptional items & Tax	(2,239.91)	(1,108.91)
Exceptional Income/(Expenses)	38.73	(22,150.65)
Profit/ (Loss) before Tax	(2,201.18)	(23,259.56)
Income Tax Deferred Tax (including MAT utilization)	(393.53)	(2,310.17)
Tax relating to earlier periods	203.66	3.21
Profit/ (Loss) after Tax	(2011.31)	(20,952.60)
Total Comprehensive Income	(2002.52)	(19,075.94)
Balance profit brought forward from previous year	(34,35726)	(13,414.23)
Less : Transfer to Reserves	-	-
Less Dividend paid on Equity Shares	-	-
Less Dividend Distribution Tax	-	-
(Deficit)/ Surplus carried to Balance sheet	(36,359.77)	(34,35726)

STATE OF COMPANY''S AFFAIRS

Your Company recorded a revenue of Rs. 12,712.48 Lakhs in the current year against Rs. 21,502.16 Lakhs in the previous year

The Company operates in two segments viz. Manufacturing and Services. The revenue from Manufacturing segment stood at Rs. 7511.38 Lakhs against Rs. 13,764.34 Lakhs in the previous year. The revenue of Service segment stood at Rs. 5201.10 Lakhs against Rs. 773782 Lakhs in the previous year.

The loss before interest depreciation tax and amortization of current year stood at Rs. (134.16) Lakhs and Loss After Tax at Rs. (2,011.31) Lakhs.

DIVIDEND

Your Board of Directors have decided not to recommend any dividend for the current financial year.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has remained unchanged i.e. 16,26,97971 equity shares at Rs. 5.00/- each.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has one Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited and three Overseas Wholly Owned Subsidiary namely AOL-FZE, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies, FZE, incorporated in JAFZA, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius.

The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, incorporated in China (Subsidiary of AOL-FZE, UAE).

The Company does not have any associate or joint venture Company.

A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 which is annexed herewith as Annexure -I.

Also, the policy for determining material subsidiaries as approved may be accessed on the company''s website at https:// akshoptifibre.com/pdf/Policy%20for%20determining%20 Material%20Subsidiary.pdf.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Actâ) are provided under Notes to Financial Statements of the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the Financial Year with related party(s) were in ordinary course of business and on arm''s length basis. During the year under review, the Company did not enter into any contracts / arrangements / transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy on dealing with related party transactions as approved by the Board may be accessed on the company''s website at https://akshoptifibre.com/ pdf/Related%20Party%20Transactions.pdf.

No material Related Party Transactions (transaction(s) exceeding ten (10) percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the Financial Year by the Company and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act.

Accordingly, the disclosure of material transactions with the Related Party as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company. However, all the transaction entered by the company with related parties are provided under the Notes to financial statements of the Company forming part of this report.

DIRECTORS

As on March 31, 2025, the Board of your Company has six (6) Directors, consisting of One (1) Promoter-Non Executive NonIndependent Director & Chairman, Four (4) Independent Directors (including One (1) Woman Independent Director) and One (1) NonExecutive Non-Independent Director.

MEETINGS OF THE DIRECTORS

The Company had conducted 4 (Four) Board Meetings during the financial year 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

BOARD COMMITTEES & DETAILS THEREOF

Your Board has constituted following statutory committees and they function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Stakeholders Relationship Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Finance Committee

Details of composition, terms of reference and number of meetings held for respective Committees along with the changes thereof are given in the Corporate Governance Report, which forms integral part of this Annual Report.

AUDIT COMMITTEE

As at March 31, 2025, the Audit Committee of the Board of Directors of the Company comprised of 4(Four) members, namely, Mr. Sanjay Katyal, Mr. Sunil Puri, Mr. Harvinder Singh and Mr. Satyendra Kumar Gupta, majority of them being Independent Directors except for Mr. Satyendra Kumar Gupta, who is a Non - Executive Non - Independent Director.

Mr. Sanjay Katyal, Independent Director is the chairperson of the Committee.

Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board. The Chairman/ Secretary of the respective Committees report to the Board on the deliberations and decisions taken by the Committees.

NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The objective of this policy is to ensure adequate and proper selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel. NRC Policy determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment / continuing to hold appointment as a Director, the Nomination and Remuneration Committee takes into account apart from others, Board diversity, person''s eligibility, qualification, skills, expertise, track record, general understanding of the business, professional ethics, integrity, values and other fit and proper criteria. Based on recommendation of the NRC, the Board evaluates the candidate(s) and decides on the selection of the appropriate member. In case of re-appointment of any Board member, NRC formulates the basis of evaluation scores of the concerned Board member pursuant to performance evaluation, recommends its decision to the Board to extend or continue the term of appointment of the Board members. Additionally, NRC recommends to the board, remuneration, in whatever form, payable to senior management.

The said policy is available on the website of the Company and can be accessed at https://akshoptifibre.com/pdf/Nomination Remuneration Policy.pdf.

CHANGES IN DIRECTOR(S)/KEY MANAGERIAL PERSONNEL (KMP)

Following changes occurred in the KMP of the Company during the Financial Year 2024-25:

Sr. No.	Name of Key Managerial Personnel	Particulars of Change	Effective Date of Change
1	Mr. Anubhav Raizada	Resigned from the post of Company Secretary & Compliance Officer	May 27, 2024
2	Mr. Mayank Chadha	Appointed as Company Secretary & Compliance Officer of the Company	May 28, 2024
3	Mr. Lokesh Khandelwal	Change in Designation as Group Chief Operating Officer and Key Managerial Personnel	November 13, 2024

In terms of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on March 31, 2025:

1. Mr. Gaurav Mehta, Chief Executive Officer-Corporate Affairs & Group Company Secretary

2. Mr. Lokesh Khandelwal, Group Chief Operating Officer

3. Mr. Nikhil Jain, Chief Financial Officer

4. Mr. Mayank Chadha, Company Secretary & Compliance Officer

There were no other changes in the Directors/KMP during the Financial Year, apart from the changes disclosed above.

Director(s) Retiring by Rotation at the ensuing Annual General Meeting, who offers themselves for re- appointment:

In accordance with Section 152 of the Companies Act, 2013, Mr. Satyendra Kumar Gupta (DIN: 00035141), Non- Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee & the Board recommends the resolution for his re-appointment for the approval of the Members at the ensuing AGM. A brief profile and other details relating to re-appointment of Mr. Gupta are provided in this Annual Report.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming:

1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof.

2. That their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

4. That they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise, are independent of the Management and hold highest standards of integrity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the closure of the financial year till the date of this Report, which affect the financial position of the Company

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBC'')

Four applications were filed by the Operational Creditors under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Hon''ble National Company Law Tribunal (NCLT) against the Company. In respect of three applications, the Company had obtained the requisite approval from the Reserve Bank of India (RBI), and the matters have been fully and finally settled. Pursuant thereto, the Hon''ble Tribunal has disposed of the aforesaid three matters as settled. One application is still pending before the NCLT, which the Company has duly opposed in accordance with the relevant provisions of the Insolvency and Bankruptcy Code, 2016.

During the previous financial year, one of the Financial Creditors initiated proceedings before the Hon''ble National Company Law Tribunal (âNCLTâ) by filing an application under Section 7 of the Insolvency and Bankruptcy Code, 2016. The amount claimed in the said application is disputed by the Company, and this position has been duly communicated to both the Financial Creditor and the Hon''ble NCLT. The matter is presently at the stage of final arguments.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the parameters suggested by the Nomination and Remuneration Committee, for determining the performance evaluation of Independent Directors, Chairman, Board as a whole, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive Directors. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board Level Committees was carried out, are given in detail in the report on Corporate Governance, which forms an integral part of this Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Secretarial Auditors certifying the compliance of Corporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report as Annexure- V which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Report on Management Discussion and Analysis has been annexed and forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has Corporate Social Responsibility Policy (CSR Policy) which is uploaded on the website of the Company and can be accessed at https://akshoptifibre.com/pdf/CSR-Policy-2025.pdf elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility.

The Company has a Corporate Social Responsibility (CSR) Committee comprising three (3) members, as detailed in the Corporate Governance Report forming part of this Annual Report.

However, in accordance with statutory requirement of the Act, land on account of losses, the company has Nil obligation towards CSR Expenditure during the Financial Year 2024-25, therefore no CSR expenditure has been incurred under Section 135 of the Companies Act, 2013 during the Financial Year 2024-25.

In terms of provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is annexed herewith as Annexure -II.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your company has demonstrated unwavering commitment to employee welfare by refraining from any layoffs during the peak of the COVID-19 pandemic, ensuring job security amidst unprecedented challenges. Keeping employee wellbeing foremost, we have embraced the post-pandemic way of life and work. By institutionalizing digitizing processes, refreshing our culture, we are collectively fostering new ways of working. Future ready trails of agility, digital mind-set and customer centricity are being consciously imbibed, both in thought and action, at every level across the organization. Richer collaborations and stronger teamwork have accelerated our pursuit of excellence.

In alignment with our dedication to fair compensation, the minimum monthly wage within our organization has been set at Rs. 35,000/- for the fiscal year 2025-26 which is much higher than the minimum wages fixed by the Government. Consequently,

no employee in your company earns less than Rs. 35,000/- per month, reflecting our adherence to equitable pay standards.

Moreover, your organizational structure promotes inclusivity, as evidenced by a commendably low ratio of 22:1 between the highest and lowest salary, which stands in stark contrast to the more pronounced disparities observed in many other companies. Central to our ethos is a proactive Human Resources department that consistently implements best practices to fulfil the evolving needs and aspirations of our employees, thereby fostering a motivated and engaged workforce.

The Company believes that Diversity, Equity and Inclusion in the workplace, nurture innovation by leveraging the variety of opinions and perspectives from employees who come from varied backgrounds.

The ratio of remuneration of each Director to the median employee''s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be annexed to the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten (10) employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules shall be disclosed in the Annual Report.

During the year under review, the Company had no Whole-time Director/Managing Director on its Board. Hence, the disclosure of receipt of any remuneration or commission by Whole-time Director/Managing Director from any of Company''s subsidiaries is not applicable.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at investor.relations@akshoptifibre. com.

RISK MANAGEMENT POLICY

However, the applicability of implementation of Risk Management Policy is not applicable to the Company. Accordingly, the management systems, structures, processes, standards, code of conduct and behaviours govern the conducts of the business of the Company and manages associated risks.

CREDIT RATING

In view of continuing default with the bank, the Company has not taken any ratings during the financial year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Indian Accounting Standard (IND-AS) issued by the Ministry of Corporate Affairs on Consolidated Financial Statements, the same are attached which form part of the Annual Report.

STATUTORY AUDITORS

At the 35th Annual General Meeting held on September 16, 2022, pursuant to the provision of the Companies Act, 2013 and rules made thereunder, M/s P C Bindal & Co., Chartered Accountants (FRN: 003824N) were appointed as Statutory Auditors of the Company, who shall hold office till the conclusion of the 40th Annual General Meeting.

The Auditor''s report read with the relevant Notes to Accounts are self-explanatory and therefore do not require any further explanation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 including any statutory modifications thereof, the Company maintains accounts and records of the applicable products relating to the business of Manufacturing of Fibre Reinforced Plastic Rods. The Company is required to appoint a cost auditor to audit the cost accounts and records of the applicable products of the Company.

The Company had appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2024-25. Further, the Board has appointed M/s Ajay Kumar Singh & Co., as Cost Auditors of the Company for the Financial Year 2025-26 at a fee of Rs. 90,000/- plus GST and reimbursement of out of pocket expenses, subject to ratification of fees by the Shareholders in ensuing Annual General Meeting.

Disclosure of maintenance of Cost Records

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the Financial Year 2024-25.

SECRETARIAL AUDITORS

The Company had appointed M/s Jayant Gupta & Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25. However, due to the sudden demise of Mr. Jayant Gupta during the year under review, the company has appointed M/s Neelam Gupta & Associates as the Secretarial Auditors of the Company for the Financial Year 2024-25. The Secretarial Audit Report received from M/s Neelam Gupta & Associates for the Financial Year ended March 31, 2025 is annexed herewith as Annexure -III to this Report. The Secretarial Auditor''s report is self-explanatory and therefore do not require further explanation A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s Neelam Gupta & Associates, Company Secretaries, Secretarial Auditors.

Upon the recommendation of the Audit Committee, the Board of Directors approves and recommends for shareholders'' approval the appointment of M/s Neelam Gupta & Associates (COP: 6950) for a first term of 5 (five) years beginning from financial year 2025-26.

INTERNAL AUDITORS

Pursuant to the provisions of the Companies Act, 2013 the Company is required to appoint Internal Auditors for conducting the internal audit of the affairs of the Company.

Accordingly, the Company had appointed two Internal Auditors i.e. Felix Advisory Private Limited as Internal Auditor for Manufacturing Units(s) and Corporate Office of the Company and M/s S.R. Goyal & Co., Chartered Accountants for Services Business of the Company for Financial Year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the National and International standards for The Telecom Quality Management System, Information Security Management System, Environmental Management System, Complaint Handling Management System and Occupational Health & Safety Management System, i.e. TL 9000:2016, ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 respectively. The Company''s Quality Testing Labs for both OF & OFC division are NABL Accredited i.e. (ISO/IEC 17025:2017). The Company''s FRP Division is accredited with ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018. The company service division is also accredited with ISO 9001:2015, ISO/IEC 20000-1:2018 Information Technology Service Management, ISO/IEC 27001:2013 Information Security Management System.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the locations of Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure -IV and is annexed to this report.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has Internal Financial Control Systems which is in line with requirement of the Companies Act, 2013. The system intends to increase transparency and accountability in the Company''s process of implementing a control system.

The internal control systems of the Company are monitored and evaluated by Internal Auditors and their Audit reports are placed and reviewed by the Audit Committee of the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return for the year ended March 31, 2025 is available on the Company''s website and can be accessed at www. akshoptifibre.com.

Further, the Company shall upload the Certified Annual Return on the website of the company after filing of same with Registrar of Companies in due course.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2025-26 has already been paid to the credit of both the Stock Exchanges.

SIGNIFICANT MATERIAL ORDERS

During the year under review, Hon''ble Deputy Inspector General, Registration and Stamp Department, Special Cell, Rajasthan had ordered to recover the stamp duty on the amalgamation of APKash Broadband Private Limited with its parent company Aksh Optifibre Limited vide its order dated October 04, 2023 for an amount of 3068.85 Lakhs plus Interest, Penalty and Surcharge. The company has paid Rs. 120 Lakhs in protest. However, pursuant to recent amendments to the provisions of the Rajasthan Stamp Act, the stamp duty was duly recalculated to be Rs. 0.13 Lakhs, which the Company has since paid. The protest money of Rs. 120 Lakhs continue to be carried as a recoverable amount in the Company''s books based on legal opinion received from the consultant.

The Company, received Notice under Section 13(2) of SARFAESI Act, 2002'' from Union Bank of India (UBI) on October 28, 2024, followed by notice under Section 13(4) of SARFAESI Act, 2002 dated January 20, 2025 for claim amount of Rs. 4,973 lakhs (approximately). Pursuant to the Notice received by the Company under section 13(4) of SARFAESI Act, 2002, the company has filed Securitization Application (SA) before Debt Recovery Tribunal (DRT), Jaipur. The Hon''ble Tribunal has granted Interim stay to the company and has listed the matter for further adjudication.

DETAILS RELATED TO DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits were outstanding as on March 31, 2025.

EMPLOYEE STOCK OPTION SCHEME (ESOS) / EMPLOYEE STOCK PURCHASE SCHEME (ESPS)

Your Company has not issued shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise as on March 31, 2025.

SHARES WITH DIFFERENTIAL VOTING RIGHTS

Your Company has not issued equity shares with differential voting rights, dividend or otherwise;

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year, the Statutory Auditors, the Secretarial Auditors and the Cost Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance towards Sexual Harassment of Women at the workplace and has adopted Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

Pursuant to the provisions of the said Act, the Company has duly constituted the Internal Complaints Committee (ICC) to redress the complaints received. Your Directors further state that during the year under review there were no complaints/ cases filed/ pending pursuant to the said Act.

DETAILS OF ONE TIME SETTLEMENT BY THE COMPANY

During the year under review, HDFC Bank Limited vide its letter dated October 16, 2024, has approved the One-time Settlement (OTS) offer made by the Company, under which the company is required to pay Rs. 2,559.78 lakhs as full and final settlement against the outstanding dues on or before January 7, 2025. In compliance with the above said OTS, the company has part complied with the terms and has sought extension which is under consideration by the HDFC Bank.

UNCLAIMED DIVIDEND

As on March 31, 2025, The details of amount lying in the unpaid dividend accounts of the Company in respect of last seven years are as under:

Financial

Year

Nature of Dividend

Amount in Rs. as on March 31, 2025

Date of transfer to Unpaid Dividend account

Due date of transfer to IEPF

2017-18

Final

Dividend

6,00,935.30

25.10.2018

25.10.2025

date of transfer to the unpaid dividend account of the Company, is required to be transferred to IEPF. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred by the Company to the demat account of IEPF Authority.

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

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 this 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; and

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 operating effectively.

f) 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company.

We look forward to your continued support and co-operation as we move forward, while assuring our continued commitment to maintain healthy and fruitful relationship.

Mar 31, 2024

The Directors of your company are pleased to present the Thirty-Seventh (37th) Annual Report on the business and operations of the Company, along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.

FINANCIAL RESULT

The summary of financial performance of the Company, for the financial year ended March 31,2024 is summarized below:

		Rs. in Lakhs
Particulars	F.Y. ended 2023-24	F.Y. ended 2022-23
Revenue from Operations	21,502.16	27,350.67
Other Income	309.80	399.79
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax	2,111.15	4,913.44
Depreciation/ Amortization Expenses/ Impairment	2,187.83	1,516.03
Profit before Interest, Exceptional Items & Tax	(76.68)	3,397.41
Finance Cost	1,032.23	1,255.36
Profit/ (Loss) before Exceptional items & Tax	(1,108.91)	2,142.05
Exceptional Income/(Expenses)	(22,150.65)	115.46
Profit/ (Loss) before Tax	(23,259.56)	2,257.51
Income Tax	-	581.68
Deferred Tax (including MAT utilization)	(2,310.17)	107.39
Adjustment of tax relating to earlier periods	3.21	25.91
Profit/ (Loss) after Tax (1)	(20,952.60)	1,542.53
Total Comprehensive Income (2)	(19,075.94)	1,555.81
Balance profit brought forward from previous year	(13,414.23)	(14,970.04)
Less : Transfer to Reserves	-	-
Less Dividend paid on Equity Shares	-	-
Less Dividend Distribution Tax	-	-
(Deficit)/ Surplus carried to Balance sheet	(34,357.26)	(13,414.23)

STATE OF COMPANYâS AFFAIRS

Your Company recorded a revenue of Rs. 21,811.96 Lakhs in the current year against Rs. 27,750.46 Lakhs in the previous year.

The EBIDTA of current year stood at Rs. 2,111.15 Lakhs and Loss After Tax at Rs. (20,952.60) Lakhs.

DIVIDEND

In view of losses, your Board of Directors have decided not to recommend any dividend for the current financial year.

CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the nature of business of the Company.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has remained unchanged i.e. 16,26,97,971 equity shares at Rs. 5.00/- each.

SUBSIDIARY COMPANIES

As on March 31, 2024, the Company has one Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited and three Overseas

Wholly Owned Subsidiary namely AOL-FZE, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies, FZE, incorporated in JAFZA, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius.

The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, incorporated in China (Subsidiary of AOL-FZE, UAE).

The Company does not have any associate or joint venture Company.

A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 is annexed herewith as Annexure-I. The policy for determining material subsidiaries as approved may be accessed on the company''s website at the link: http://www.akshoptifibre.com/corporate-governance.php.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (âthe Actâ) are provided under Notes to Financial Statement of the Company.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year with related party(s) were in ordinary course of business and on arm''s length basis. During the year, the Company did not enter into any contracts / arrangements / transactions with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. 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://www.akshoptifibre.com/corporate-governance.php.

No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the financial year by the Company and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. Accordingly, disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. However, all the transaction entered by the company with related parties are provided under Notes to financial statement of the Company.

DIRECTORS

As on March 31,2024, the Board of your Company has six (6) Directors, consisting of One (1) Promoter-Non Executive Non-Independent Director & Chairman, Four (4) Independent Directors (including One (1) Woman Independent Director) and One (1) Non-Executive Non-Independent Director.

MEETINGS OF THE DIRECTORS

The Company had conducted 4 (Four) Board Meetings during the financial year 2023-24, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

CHANGES IN DIRECTOR(S)/KMP

During the Financial Year 2023-2024, Mr. Rikhab Chand Mogha, resigned as Non-Executive Non-Independent Director of the Company w.e.f. close of working hours on February 14, 2024.

There was no other change in the Directors/KMP during the Financial Year, apart from the change disclosed above. However, after the closure of Financial Year, Mr. Anubhhav Raizada has tendered his resignation from the post of Company Secretary & Compliance Officer w.e.f. close of working hours on May 27, 2024 and Mr. Mayank Chadha has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. May 28, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming:

1. That they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof.

3. That they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

4. That they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act have been disclosed in the corporate governance report, which forms part of the Directors'' Report and is available on the website of the Company at http://www.akshoptifibre.com/corporate-governance.php.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments have occurred after the closure of the financial year till the date of this Report, which affect the financial position of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ)

The Application filed by Operational Creditors against the company under Section 9 of the Insolvency and Bankruptcy code, 2016 before Hon''ble NCLT Bench are on the verge of settlement, as the Corporate debtor got the RBI Approvals in all the matters, therefore, the company is making payments to the Operational Creditors as per the terms & conditions of the Settlement Agreement.

During the year under review, one of the Financial Creditor has made an application before the Hon''ble NCLT under Section 7 of the Insolvency and Bankruptcy Code, 2016. The amount claimed is under dispute and the same has been informed to the Financial Creditor. The Company has submitted its reply with the Hon''ble NCLT.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other Individual Directors which include the criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been annexed and forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has Corporate Social Responsibility Policy (CSR Policy) which is uploaded on the website of the Company at https://www.akshoptifibre.com/ corporate-governance.php elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility.

From the beginning of CSR initiative, Aksh focus is on sustainable improvement of Education, Health and Environment. Complete CSR Budget was spent on these three activities. This year under its CSR drives, Aksh worked to improve the health & mental well-being of students studying in government schools, elderly people and infra of Rajasthan Higher Secondary School situated at âAlampur Village'' in Bhiwadi. To improve the Health of Old People, under its CSR drive âAksh'' organised Health Check-up camps. To improve ecological balance âAksh'' Planted many trees & continued its support to promote Organic Farming in Bhiwadi region.

During Financial year 2023-24, âAksh'' received a request letter from âAlampur Government School'' to improve the infra of School under its CSR activities. The School building was not repaired and painted for last 10 years. âAksh'' under its CSR program decided to improve the infrastructure of the school thereby improving the level of education. âAksh'' started with the most necessary, critical and urgent requirement of School i.e. repairing and painting of the School building. On work completion school principal gave âLetter of Thanks'' to âAksh'' praising it for the divine work. The principal also told us that the repairing & painting work will help in increasing the strength of students (from 220 to approx. 300).

To overcome exam related stress & improve the mental well-being of students studying in government schools, Aksh under its CSR activities organised 20 camps & seminars on âHandling Pre-Exam Mental Stress'' in government schools of Bhiwadi. In these Seminars Doctor''s & Teacher''s discussed methods on time management & overcoming exam anxiety for better academic performance with students. To improve the Health & to spread awareness on not using intoxicants âAksh'' organised Deaddiction & Health Check-up camps for elderly people in local villages of Bhiwadi.

In Financial year 2022-23, to improve the environmental conditions & health of local people in âBhiwadi'' region Aksh under its CSR activities initiated the drive âEK PAHAL-Mukti Rasayano Saeâ motivating the local farmers to go for organic farming. The drive continued this year (202324) also and many new farmers joined Aksh''s drive thereby successfully initiating organic farming in their fields. It is a big answer to the environmental sufferings caused by ruthless use of chemical pesticides and synthetic fertilisers. Aksh with the help of agriculture experts not only provided latest knowledge on the subject but also helped local farmers with providing organic vegetable saplings, biological fertilisers, Vermi Compost and effective pest control methods acquired through animal and plant waste. Those farmers who joined this drive and producing organic vegetables are getting good returns on their investments. Currently there

is huge demand of their organic products (vegetables) in Bhiwadi and people are enjoying organic vegetables which are more nutritious, tasty, and good for health. To improve the environmental conditions of Bhiwadi âAksh'' planted more than 5000 trees in Kaurauli Industrial Area & Bhagat singh Colony Road with the help of local bodies like Lion''s Club, Rotary Club & Resident Welfare Associations.

The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure-II.

EMPLOYEE REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Major risks identified by the businesses and functions are addressed through mitigating actions on a continuing basis. The Company''s management systems, structures, processes, standards, code of conduct and behaviours govern the conducts of the business of the Company and manages associated risks.

CREDIT RATING

The Company has not taken any ratings during the financial year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Indian Accounting Standard (Ind-AS) issued by the Ministry of Corporate Affairs, on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

STATUTORY AUDITORS

The Auditor''s report read with the relevant Notes to Accounts are selfexplanatory and therefore do not require further explanation.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records &Audit) Rules, 2014 including any statutory

modifications thereof, the Company maintains accounts and records of the applicable products relating to the business of Manufacturing of Fibre Reinforced Plastic Rods. The Company is required to appoint a cost auditor to audit the cost accounts and records of the applicable products of the Company.

The Company had appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2023-24. Further, the Board has re-appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the Financial Year 2024-25 at a fee of Rs 75,000/- plus GST and reimbursement of out of pocket expenses, subject to ratification of fees by the Shareholders in ensuing Annual General Meeting

SECRETARIAL AUDITORS

The Company had appointed M/s Jayant Gupta & Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 202324. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure -III to this Report. The Secretarial Auditor''s report is self-explanatory and therefore do not require further explanation.

INTERNAL AUDITORS

Pursuant to the provisions of the Companies Act, 2013 the Company is required to appoint Internal Auditors for conducting the internal audit of the affairs of the Company.

Accordingly, the Company had appointed two internal Auditors i.e. Felix Advisory Private Limited as Internal Auditor for Manufacturing Units(s) and Corporate Office of the Company and M/s S.R. Goyal & Co., Chartered Accountants for Services Business of the Company for Financial Year 2024-25.

SECRETARIAL STANDARD OF ICSI

The Company is in compliance with all the mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

RECOGNITION

INDUSTRIAL RELATIONS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

INTERNAL FINANCIAL CONTROL

The Company has internal financial control systems which is in line with requirement of the Companies Act, 2013. The system intends to increase transparency and accountability in the Company''s process of implementing a control system.

The internal control systems of the Company are monitored and evaluated by Internal Auditors and their Audit reports are placed and reviewed by the Audit Committee of the Board.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31,2024 is available on the Company''s website - www.akshoptifibre.com.

Further, the Company shall upload the Certified Annual Return on the website of the company after filing of same with Registrar of Companies in due course.

LISTING

The Equity Shares of the Company continue to be listed at BSE Ltd and The National Stock Exchange Ltd. The Listing Fee has been paid to both the stock exchanges.

MATERIAL ORDERS

During the year under review, Hon''ble Deputy Inspector General, Registration and Stamp Department, Special Cell, Rajasthan has ordered to recover the stamp duty on the amalgamation of APKash Broadband Private Limited with it''s parent company Aksh Optifibre Limited vide it''s order dated October 04, 2023 for an amount of '' 3068.85 Lakhs plus Interest, Penalty and Surcharge. Furthermore, this order is under dispute and challenged by the company before the Hon''ble High Court of Rajasthan, Jaipur Bench.

Disclosures under the Companies Act, 2013, Rules thereunder and Secretarial Standards

i. Your Company has not accepted any deposits covered under chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits were outstanding as on March 31,2024;

ii. Your Company has not issued equity shares with differential voting rights, dividend or otherwise;

iii. Your Company has not issued shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise;

iv. During the year, the auditors, the secretarial auditors and cost auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

v. There is no qualification in the Reports provided by the Auditors for the financial year ended March 31,2024.

vi. Consequent to the cash crunch faced by the company resulting into bank defaults, Company has submitted Restructuring proposal to the consortium of lenders which is under their consideration.

vii. The following information is given in the Corporate Governance Report forming part of this Report:

a) The performance evaluation of the Board, the Committees of the Board, Chairperson and the individual Directors;

b) The Composition of Committee(s); and

c) The details of establishment of Vigil Mechanism.

viii. Pursuant to the provisions of Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has duly constituted the Internal Complaints Committee and Your Directors further state that during the year under review there were no complaints/ cases filed/pending pursuant to the said Act.

ix. During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions. Hence, reporting of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

x. During the year under review, the Company had no Whole-time Director/Managing Director on its Board. Hence, the disclosure of receipt of any remuneration or commission by Whole-time Director/Managing Director from any of Company''s subsidiaries is not applicable.

UNCLAIMED DIVIDEND

As on March 31, 2024, The details of amount lying in the unpaid dividend accounts of the Company in respect of last seven years are as under:

Financial	Nature of	Amount	Date of	Due date
Year	Dividend	in Rs. as	transfer	of transfer
		on March 31,	to Unpaid	to IEPF
		2024	Dividend account

2017-18 . 6,00,935.30 25.10.2018 25.10.2025

Dividend

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to IEPF. Further, all shares in respect of which dividend has not been

paid or claimed for seven consecutive years or more are required to be transferred by the Company to the demat account of IEPF Authority.

DIRECTORâS RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) the directors had prepared the annual accounts on a going concern basis; and

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 operating effectively.

f) 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees towards overall growth of the company.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company in its continued robust performance on all fronts.

We look forward to your continued support and co-operation as we move forward to our new journey, while assuring our continued commitment to maintain healthy and fruitful relationship.

Mar 31, 2018

Dear Shareholders,

Your Directors have pleasure in presenting the 31st Annual Report together with the audited financial statement of accounts for the financial year ended March 31, 2018.

The year gone by have proved to be quiet substantial with respect to milestones achieved at Aksh. Your Directors take immense pleasure in submittng their thirty first report along with the financial statements of the Company and the highlights of the performance of subsidiary companies and their contribution to the overall performance of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULT

The Financial Performance of the Company, for the financial year ended March 31, 2018 is summarized below:

(Rs. In Lakhs)

Particulars	F.Y. ended 2017-18	F.Y. ended 2016-17
Revenue from Operations	58,939.15	47,804.10
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax	7,441.54	5,517.30
Depreciation and Amortization Expenses	2,119.38	1,955.08
Profit before Interest, Exceptional Items & Tax	5,322.16	3,562.22
Finance Cost	1,792.25	1,341.75
Profit before Exceptional items & Tax	3,529.91	2,220.47
Exceptional Income/(Expenses)	(50.11)	14.36
Profit before Tax	3,479.80	2,234.83
Income Tax	1,043.38	1,101.07
Deferred Tax Expenses	158.42	(238.80)
Adjustment of tax relating to earlier periods	(2.71)	-
Profit after Tax	2,280.71	1,372.56
Add: Balance profit brought forward from previous year	3,477.61	2,916.74
Less : Appropriation		-
Vested in the Company pursuant to merger of erstwhile APAksh Broadband Limited with the Company		(796.88)
Add : Other Comprehensive Income	1.82	(14.80)
Surplus carried to Balance sheet	5,760.14	3,477.62

OPERATIONAL HIGHLIGHTS

Financial year 2017-18 closed with revenue of Rs 58,939.15 lakhs, EBIDTA of Rs. 7,441.54 lakhs and PAT of Rs 2,280.71. The manufacturing business earned revenues of Rs. 54,975.83 lakhs.

The detailed analysis of Companyâs financial operations and segment wise performance is covered under Management Discussion & Analysis Report.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.30 per equity share having face value of Rs. 5/- each for the financial year ended March 31, 2018. If dividend as recommended is declared by the members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs 588.42 Lakhs (including dividend tax).

TRANSFER TO RESERVES

No amount was transferred to reserves during financial year 2017-18.

FUTURE OUTLOOK

a. Optical Fibre/Optical Fibre Cable/FRP Rod

Globally, the trend of increasing fibre consumption to cater to strong data growth will continue benefittng optic fibre cable manufacturers and optical networking products companies.

In 2017, global optical cable consumption increased 14.9% from 429 million fibre-km to 493 million fibre-km. Chinaâs consumption increased 17.4% to 286 million fibre-km, which was 58% of the global total. Other high-growth markets include the US, with a year-on-year increase of 16.5%, and the âbig-5â group (Fr., Ger., Italy, Spain, and the UK) of W. Europe, with a 15.8% increase.

As of December 2017, 54,895 km of OFC was laid in the first phase of Bharat Net Programme, covering 1, 09,926 Gram Panchayats out of which 1,01,370 Gram Panchayats were made service ready. The second phase of the project has been initiated for connecting the remaining 1.5 lakh gram panchayats. As of 11th February 2018, 2,62,947 km of OFC was laid covering 1,12,049 Gram Panchayats out of which 1,02,546 Gram Panchayats were made service ready as reported by Bharat Broadband Network Limited. The government expects to complete Phase II by December 2018, ahead of the original timeline of March 2019. Further, the third phase involves proofing the network as per the requirement of IoT and 5G.

B. Services Division: 1 STOP AKSH

E-Governance plays pivotal role in development of emerging economies and Aksh has been at the front position, infusing innovative technologies to its diversified portfolios, to help India in bringing its economic development in the grid of fastest growing economies.

With the usage of Information Technology growing at a torrid pace, Indian Government is making numerous efforts to provide services to its citizens through e-Governance. Further, the government has introduced many initiatives as part of the NeGP (which comprises of 31Mission Mode Projects[1]) like Aadhaar-Digital Biometric Identity Infrastructure, Digital Locker, Open Data, Government e-Marketplace, GI Cloud (MeghRaj), Common Services Centers, Service Delivery Gateway, State Data Centre, State Wide Area Network (SWAN), and eTaal.Some of the other initiatives announced in the Union Budget FY 19 include Government Integrated Financial Management Information System (GIFMIS), Non Tax Receipt Portal (NTRP), Project e-Vidhan, e-Panchayats, Central Public Procurement Portal, E-Courts, and National Judicial Data Grid. Moreover, e-Governance is set to play an integral role in Government of Indiaâs âDigital Indiaâ campaign to deliver government services electronically assuring efficiency, transparency, and reliability at affordable costs. Under this initiative of Government of India, Aksh is playing a pivotal role in bridging the digital divide, by providing whole gamut of e-Governance services through its fully operational 10,000 Plus E-Kiosks in the state of Rajasthan.

C. Diversification Ophthalmic Lenses

Aksh is targeting to be the pioneer in manufacturing Ophthalmic Lenses in the country with an objective to make India self- reliant and targeting women empowerment by employing 70% of the women workforce its lens facility. Presently, the sector is unorganised with a handful of players only, Aksh will bring in a new ray of light with âshifting Indian market to A grade lens at competitive pricesâ, âround the clock production along with the main focus on reduction in operating costs, management is extremely confident about its lens project to augur well for the overall growth of the organisation. The company has rolled out the first batch of lens into the market which was very well accepted, the company envisages to penetrate deeper into this unorganised market and establish Aksh as a global marquee brand in the field of Opthalmiac Lens manufacturing.

D. Expansion

The company has also done capacity expansion along with the modernisation in its OFC plant located at Bhiwadi, wherein the OFC capacity has been increased by approximately 100%.

Company has also announced settng-up Optical fibre (OF) manufacturing facility in Jebel Ali Free Tarde Zone (JAFZA), UAE with capacity of 4 (Four) Million fibre Km Per annum with capex of Rs. 78 Crore, for this the land has been acquired and construction work for the building has already started, also the company has placed the orders for the plant and machinery.

Company has also setup additional Optical Fibre Cable (OFC) facility in its Silvassa plant with 1 Million Fibre kilometre of capacity, the commissioning of the plant took place in June 2018.

In addition, an Optical Fibre Cable (OFC) facility in Mauritius with 7 (Seven) Lakhs Fibre kilometre of capacity is already being setup, the commercial production has already commenced.

Increase in demand for Optical fibre cable has led to the increase in demand for FRP rods also, therefore the company has also increased FRP capacity in its Dubai plant to 1.4 Million Kilo metre from 0.4 mn Kilometre previously, this enhanced capacity is now fully operational.

Further, the construction work for FRP manufacturing plant in Jiangsu China, with the capacity of 0.8 Million KM per annum, is partially completed, this facility is expected to get operational in September, 2018.

SCHEME OF ARRANGEMENT AND COMPROMISE

During the Financial Year 2017-18, erstwhile APAksh Broadband Limited (APAksh) (99.92% Subsidiary of the Company) was amalgamated with the Company, as approved by the shareholders and subsequently sanctioned by the Honâble National Company Law Tribunal, New Delhi Bench, vide its Order dated November 8, 2017, which became effective on November 10, 2017 on filing of the certified copy of the said Order with the office of Registrar of Companies, Rajasthan. All the properties, assets both moveable and immoveable, liabilities including contingent liabilities of erstwhile APAksh have without further act or deed, been transferred to and vested in the Company at their book values as a going concern with effect from the appointed date April 1, 2016.

CHANGES IN SHARE CAPITAL

During the Financial Year 2017-18, the share capital of the Company has been increased from Rs. 813,325,350 to Rs. 813,489,855, pursuant to allotment of 32901 equity shares of Rs. 5/- each to the Shareholders of erstwhile APAksh Broadband Limited, consequent to the Scheme of Amalgamation approved by Honâble National Company Law Tribunal, New Delhi Bench.

SUBSIDIARY COMPANIES

As on March 31, 2018, Company has One Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited (formerly known as Unitape Mandovi Composites Private Limited) and three Overseas Wholly Owned Subsidiary namely AOL-FZEâ, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies FZE, incorporated in Jafza, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius.

The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, China (Subsidiary of AOL-FZE, UAE).

A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 is annexed herewith as Annexure -I. The policy for determining material subsidiaries as approved may be accessed on the companyâs website at the link: http:// www.akshoptifibre.com/corporate-governance.php.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year with related party(s) were in ordinary course of business and on armâs length basis. During the year, the Company did not enter into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related policy transactions.

The policy on dealing with related party transactions as approved by the Board may be accessed on the companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php

All Related Party Transactions entered during the year were on armâs length basis. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. Accordingly, disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

DIRECTORS

As on March 31, 2018, the Board of your Company consisted of 6 Directors, consisting of 1 Promoter-Chairman & Managing Director, 1 Deputy Managing Director, 3 Independent (including 1 Woman Director) and 1 Non Executive Non Independent Director.

MEETINGS OF THE DIRECTORS

The Company had 7 (Seven) Board Meetings during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

APPOINTMENTS / RESIGNATIONS FROM THE BOARD / KMPS

During the financial year 2017-18, Mr. Gauri Shankar was appointed as Additional Director (Independent Director) of the Company w.e.f April 8, 2017 for a period of 5 years dll April 7, 2022, whose appointment has been approved by the Shareholders in the previous Annual General Meeting and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and Listing Regulations, 2015.

Mr. Dinesh Kumar Mathur, Independent Director, resigned from the Board of the Company w.e.f. August 12, 2017. There were no other appointments/ resignations of Directors/KMP.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes occurred between the end of financial year and the date of Directorâs Report.

RE-APPOINTMENT/ APPOINTMENT OF DIRECTORS

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. B.R. Rakhecha, retiring by rotation in the ensuing Annual General Meeting.

After the closure of Financial Year 2017-18, the term of Dr. Kailash S Choudhari as Chairman and Managing Director, expired on May 31, 2018 and w.e.f. June 1, 2018 Dr. Choudhari continued his Directorship as Chairman and Non-Executive Director of the company.

Pursuant to Regulation 17 (1A) of SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulation, 2018, to be effective w.e.f. April 1. 2019, no listed company shall appoint or continue the Directorship of NonExecutive Director who has attained the age of 75 years unless a Special Resolution is passed. Accordingly proposal to continue the Directorships of Mr. Amrit Nath and Mr. BR Rakhecha as Non Executive Directors of the Company w.e.f April 1, 2019 shall be placed before the Shareholder for their approval.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other individual Directors which include the criteria for performance evaluation of the non-executive Directors and executive Directors.

The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Board level Committees was carried out, are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The Nomination & remuneration policy may be accessed on the Companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php

The Nomination & Remuneration Policy is annexed herewith marked as Annexure -II.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has Corporate Social Responsibility Policy (CSR Policy) elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility.

The CSR policy may be accessed on the Companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php

In order to improve the ecological balance in âBhiwadi Industrial Areaâ, Aksh continued its plantation drive. This drive inspired by the vision of Dr. Kailash S. Choudhari-Chairman, Aksh Optifibre Limited, was initiated in year 2014. Main objective of the drive is to touch the figure of 100000 trees in five years in Bhiwadi to neutralize the impact of industrial pollution. The drive strongly encourages the planting of indigenous trees appropriate to local environment

Under Akshâs initiative towards education for all, Muskaan is a step in the direction of education which aims to strengthen the basic infrastructure of the schools which in turn improves enrolment, attendance and retention. Our main focus is on child education because the knowledge &learning brings more happiness and success to family as well as society. Under âMuskaanâ, the Company with continuous & dedicated aim ofimproving basic infrastructure of its adopted Govt. Secondary School in Santhalka (Bhiwadi), has taken initiatives likePainting of school building, Roof water proofing & repairing of class rooms in primary section, Plantation of trees &maintenance of lawn, Bala painting & writing work and deputeda full time employee for the day to day cleaning and housekeeping activities. The company also provided Computer Teacher in primary section of Govt. Secondary School, Santhalka (Bhiwadi) to enhancedigital literacy among children through âGyantantra Digital Dostâ.This is an innovative PC based, interactive learning tool designed to address the learning gap among students. After successful set up of e-leaning class room in both sections of Govt. Secondary School, Santhalka, this year Aksh has setup five more e-learning class rooms in different govt. schools of Bhiwadi area.

Aksh in association with City Nursing Home also conducted first-aid awareness program and health check-up camp in 13 governmentschools in Bhiwadi and nearby area. Total 2793 beneficiaries (students) were covered under this drive. One of its kind, this drive covered all government schools for health check-up and awareness sessions on health & fitness.

With the continued support & efforts made by Aksh, this year (FY 2017-18) Govt. Secondary School, Santhalka was awarded the prestigious âExcellencein School Performance Award 2017-18â by Education Department, Government of Rajasthan.

Considering the availability of basic infrastructure in the school such as classrooms, library, adequate space for laboratory, drinking water facility and separate toilet facility for boys and girls, this year(FY 2017-18) the Govt. Secondary School, Santhalka has been upgraded to âSenior Secondaryâ level School.

Working for women empowerment under its CSR initiatives, âAkshâ in association with Singer India, Rotary Club of Bhiwadi and USCKM School isrunning a Skill Development Centre at UCSKM School, Bhiwadi. This Skill Development Centre is providing three months certificate course and six months diploma course in stitching & tailoring to promote women entrepreneurship. Presently 60 students are undergoing six months diploma course in stitching & tailoring and 56 students have been awarded diploma certificate this year (FY 2017-18).

Under Aksh CSR initiative âShiksha Hamara Swabhimanâ, the Company with continuous & dedicated aim of improving basic infrastructure of its adopted Govt. Senior Secondary School, Reengus, Govt. Girls Senior Secondary School, Reengus, Govt. Upper Primary School, Parsarampura, Govt. Senior Secondary School, Sargoth and Govt. Senior Seconrday School, Mau, has taken initiatives which includes roof-repairs, plasters, electricity fittng, colour painting, constructions of tin shed for morning prayer assembly, floor construction, construction of Boundary Wall and other repairing work, educational painting and other painting work, Plantation, installation of windows and doors, fan, establishment of Smart Classes in school classroom, RO and chilled water facility for Student etc.

Considering the availability of basic infrastructure in the school such as classrooms, computer lab, drinking water facility and separate toilet facility for boys and girls, this year (FY 2017-18) the Govt. Upper Primary school, Parsarampura has been upgraded to âSecondaryâ level School.

After the above mentioned improvements in various schools and increase in physical infrastructures of the school buildings and tremendous support schoolâs managements we are able to increase the nominations / admissions.

Aksh Optifibre Limited, Reengus received âAppreciation letterâ from district collector, Sikar for contribution in overall development of the various schools in Sikar District and honoured to appoint Aksh Optifibre Limited, Reengusas a member of the district education advisory committee.

Impressed by the infrastructural development and the work done by AKSH Optifibre Limited, Schools Staff started new initiative like summer Classes, Special Winter Classes, Smart classes, E-learning classes, Yoga Classes etc. As result of these activities and initiative, the examination result of board classes was rise up to 100% and student of class-12th Science, Ayushikumawat secured 93% Marks Making remarkable performer giving tough competition to private schools and she also secured first position at the tehsil level Shrimadhopur.

In addition of educational drive, a new initiative has also been taken by Aksh Optifibre Limited, Reengusand constructed a rest shelter with public urinals and toilets adjoining to Govt. Hospital Reengus.

Constructed shed was handed over to RMC for public use and got massive response from the local peoples &visitors. Even people of Reengus are very much delighted with this development of Aksh.

Aksh has also contributed for development of Atal Seva Kendra of Sargoth Gram Panchayat and make it a ideal Atal Seva Kendra by installing LED Display for conference meeting and provided modular furniture etc.

In order to improve the ecological balance Aksh continued its plantation drive âAksh Eco- Nationâ. So far Aksh planted more than 1,000 saplings during the financial year 2017-18. Aksh has also developed a park Situated in RIICO Industrial Area, Reengus.

Under the CSR initiative âLIGHT AND AIRâ through which we had selected Marudhar Mahila Shikshan Sangh, Vidhyawadi wherein we had illuminated whole Vidhyawadi School (School exclusively for Girls), in Pali district of Rajasthan with LED lights in the year 2016-17. Through this initiative, we have also made utmost efforts in spreading the awareness of energy efficiency among masses by utilizing LED lights and energy efficiency products in order to conserve energy.

In addition to it, this year we are making our best efforts in illuminating Government schools under Shiksha Sankul, Government of Rajasthan by equipping such schools with LED bulbs, lights and fans. Furthermore, we are also replacing the old and the existing lighting products with LED in order to ensure that there is adequate âLIGHT AND AIRâ available in schools and children may not be deprived of basic necessities. As a matter of fact, Aksh has installed as many as 500 nos. of 9W LED bulbs, 1200 nos. of 22W tubelights and 900 nos. of Energy Efficient Fans respectively. Continuing with such initiative, our Company is leaving no stone unturned in spreading awareness among the children for conserving energy to the extent possible.

The Education Department, Govt. of Rajasthan appreciated Akshâs valuable contribution in the field of Education and has bestowed the prestigious âBHAMASHAH AWARDâ for the fourth consecutive year to its service division Jaipur and FRP division Reengus on the occasion of Bhamashah Jayanti on 28.06.2018 at Birla Auditorium, Jaipur. The award was presented by Honorable Rajasthan Assembly Speaker - Shri Kailash Meghwal and State Education Minister - Shri Vashudev Devnani.

The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure -III.

EMPLOYEE REMUNERATION

(A) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of your Company.

(B) The ratio of the remuneration of each director to the median employeeâs remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are forming part of this report as Annexure -IV.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of Shares.

RISK MANAGEMENT

Well established Enterprise-wide Risk Management (ERM) framework by virtue of Risk Management Policy identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. In line with your Companyâs commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

STATUTORY AUDITORS

At the Annual General Meeting held on December 26, 2017, pursuant to the provision of the Act and rules made thereunder, M/s BGG & Associates, Chartered Accountants, New Delhi (FRN: 016874N) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 35th Annual General Meeting.

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

The Company had appointed M/s K G Goyal & Associates, as Cost Auditors for the Financial Year 2017-18 to audit the cost records of the Company and M/s Sanjay Gupta & Associates, appointed as Cost Auditors for the Financial Year 2018-19.

COST AUDIT COMPLIANCE

Pursuant to Sec. 148 of the Companies Act, 2013 read with Companies (Cost Audit) Rules 2014 including any statutory modifications thereof, the cost audit report for financial year ended March 31, 2018 would be filed with the Central Government within the prescribed time.

SECRETARIAL AUDITORS

The Company had appointed M/s Pooja Anand & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - V to this Report. Further, the Company appointed M/s Himanshu Sharma & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2018-19.

INTERNAL AUDITORS

The Company had appointed M/s S C Kwatra & Associates, as Internal Auditors of the Company for the Financial Year 2017-18 and further re-appointed for the Financial Year 2018-19.

SECRETARIAL STANDARD OF ICSI

The Company is compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS -2) issued by The Institute of Company Secretaries of India approved by the Central Government.

RECOGNITION

The Companyâs manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the National and International standards for Quality Management System, Environmental Management System, Complaint Handling Management System and Occupational Health & Safety Management System, i.e. ISO 9001:2015, ISO 14001:2015, ISO 10002:2004 and BS OHSAS 18001 : 2007 respectively.

In addition to the above standards, Aksh Bhiwadi Manufacturing location got certified for TL 9000, The Telecom Quality Management System.

INDUSTRIAL RELATIONS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure - VI to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure- VII to this Report.

LISTING

The Equity Shares of the Company continue to be listed at BSE Ltd and The National Stock Exchange Ltd. The Listing Fee has been paid to both of the stock exchanges.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details of deposits covered under chapter V of the Companies Act, 2013;

ii. Issue of equity shares with differential voting rights, dividend or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise;

Pursuant to the provisions of Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has duly constituted the Internal Complaints Committee and Your Directors further state that during the year under review there were no complaints/ cases pursuant to the said Act.

DIRECTORâS RESPONSIBILITY STATEMENT

(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 this 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; an

(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 operating effectively.

(f) 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees towards overall growth of the company.

We look forward to your continued support and co-operation as we move forward to our new journey, while assuring our continued commitment to maintain healthy and fruitful relationship.

for Aksh Optifibre Limited

Dr. Kailash S. Choudhari

Date: August 9, 2018 Chairman

Place: New Delhi DIN: 00023824

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULT

The financial performance of the Company, for the financial year ended March 31, 2015 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2014 -2015 2013-2014

Revenue from Operations 35,413.46 22,748.46

Earnings before Interest, Depreciation, Amortization, Exceptional Items & Tax 5,823.57 4,100.23

Depreciation and Amortization Expenses 1,630.88 1,499.38

Finance Cost 1,026.10 705.90

Profit before Exceptional items & Tax 3,166.59 1,894.95

Exceptional Items 115.51 706.60

Profit before Tax 3,282.10 2,601.55

Income Tax 759.13 520.51

MAT Credit Entitlement 687.95 520.51

Net Profit after Tax 3,210.92 2,601.55

Balance (Loss)/profit brought forward from previous year (3,199.34) (5,366.36)

Less : Appropriation

Proposed Dividend (7.44) (371.41)

Dividend Tax (1.26) (63.12)

Surplus carried to Balance sheet 2.88 (3199.34)

Operational Review

Financial year 2014-15 closed with revenue of Rs 35,413.46 Lacs, EBIDTA of Rs. 5,823.57 Lacs and PAT of Rs 3,210.92 Lacs. The manufacturing business earned revenues of Rs. 32,718.06 Lacs at an EBIT margin of 16.88 %.

During the year, the Company introduced certain new products and adding new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company's operations and segment wise performance is covered under Management Discussion & Analysis Report.

Dividend

The Directors are unable to recommend any dividend in view of the amendment legislated by the Companies (Amendment) Act 2015, effective w.e.f. May 25, 2015.

Future Outlook

Manufacturing

In the financial year 2014-15 there was a surge in demand of OFC, largely fuelled by introduction of next generation technologies and up gradation of existing 2G networks to make them 3G and 4 G compatible. A trend which is set to increase further in the coming year, with several Greenfield sites are being rolled out and more in the pipeline with operators preparing to launch 4G services, OFC network deployment is likely to gain momentum over the next few years making India one of the fastest growing markets in this segment. The year 2014-15 continued to witness the increased concern for women's safety, which prompted the wireless operators to increase the penetration of OFC networks for providing broadband services for surveillance.

India optical fibre cables (OFC) market is expected to grow robustly due to expansion of telecom infrastructure throughout the country over the next five years. Being the second largest telecom market worldwide, India exhibits high data traffic owing to increasing penetration of smartphones and growing demand for broadband services, thereby creating significant demand for OFC installations. Consumers are increasingly shifting towards internet driven applications like HDTV, video on demand and high-speed file sharing. To address the soaring demand for high speed data transmission, the government of India along with telecom giants is investing substantial capital in upgrading the country's telecom infrastructure. The existing network of copper cables is being over hauled by using advanced fiber optic technology. All these factors are consequently providing a considerable thrust to the OFC market in India.

According to 'India Optical Fiber Cables Market Forecast & Opportunities, 2020', the optical fiber cables market in India is expected to surpass US$ 424 million (2713 Cr) by 2020. Nationwide connectivity projects launched by the government such as National Optical Fiber Network (NOFN) and National Fiber Spectrum (NFS), and the anticipated 4G Rollout in the country are bound to boost data transmission volumes, thereby making expansion of OFC installations critical for supporting the planned network expansions. In addition, next generation technologies such as LTE and FTTx, which require last mile connectivity, would also propel the demand for optical fiber cables in the coming years.

Globally, there is huge demand of optical fibre and optical fibre cable. The market drivers are laying of FTTX and FTTn networks, deployment of 4G networks and using the optical fibre for backhaul.

In the Asian region, there is huge export potential of optical fibre cable in the ASEAN countries, as those are developing markets having full range of long distance, metro and FTTx projects underway at the same time.

The demand of FRP is set to increase by 6-8% in domestic and global market during the current year as compared to previous year. It is anticipated that the global demand of

FRP rise by 20% by 2018 as compared to FY 2014-15. Aksh share of FRP market is 18%, which is set to rise by 7% by 2018.

Services

The Company is running e-mitra services in the State of Rajasthan under the name of '1Stop Aksh'. 1 Stop Aksh is a public private partnership model between the Rajasthan Government and Aksh Optifibre Limited, where in complete E-Governance solutions are being provided to the public in a regulated, transparent and efficient manner.

The citizens can avail 200 Government 2 Citizen (G2C) and Business 2 Citizen (B2C) services at their doorstep, under a single roof, through an E-platform using the software created by the Government of Rajasthan.

The introduction of Micro ATMs facilities through a strategic tie up with State Bank of India (SBI), 1 Stop Aksh kiosks are now fully equipped to carry out transactions in the rural part of Rajasthan, which is seen as concrete step towards realizing the Pradhan Mantri Jan Dhan Yojana, aiming at providing each citizen of the country with a bank account and financial independence.

The Company is a registered 'Enrolment Agency' with UIDAI for generating Aadhar Cards. In this process the Company has made its presence felt in Rajasthan, Haryana, Punjab, Uttar Pradesh, Bihar & Madhya Pradesh, and have been able to generate 30 Lac plus Aadhar cards, in these states, with the numbers set to rise further.

With the Central Government's endeavour of digitizing India, which means the more and more services being made available through Internet based services, the company is set to expand its base from Rajasthan to other states in the coming times.

Achievements & Rewards

The various CSR measures taken by the Company during the financial year 2014-2015 were well appreciated and recognized by various private, autonomous bodies and the State Government of Rajasthan.

The Company has worked towards preserving the ecosystem and to this effect, ran a plantation drive in Bhiwadi. In recognition of Company's efforts to preserve and maintain good ecological system, it was felicitated by Lions club Bhiwadi, the District Industrial council of Bhiwadi and the like.

During the year, the Company adopted two schools, one in Bhiwadi and one in Sikar. The Company completely renovated infrastructure of the school and also added new facilities, for the overall growth of the students. In recognition of the company's untiring efforts of providing quality education to the students within the State of Rajasthan, the Company was felicitated with the 21st Bhamashah awards by the Govt. of Rajasthan. The Company endeavours to continue to carry on its mission in times to come.

Expansion

During the year the AOL FZE, the Subsidiary of the Company commissioned a FRP plant at JAFZA, Dubai with the total capacity of 4 Lac km p.a. The plant commenced commercial production from September 15, 2014.

Further, for meeting the demands of the next wave of requirements for telecom gear, not just in India but globally as well, your company has decided to embark upon an expansion that will see capacity expansion in its OFC business at its manufacturing plants. The FRP business is also set for expansion through its wholly owned subsidiary AOL FZE, Dubai. The Company will be investing over Rs.95 Crores for the expansion and setting up of additional manufacturing lines across its facilities.

Subsidiary Companies

As on date, the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely 'AOL-FZE', incorporated in SAIF Zone, Sharjah (U.A.E) with one step down Wholly Owned Overseas Subsidiary namely 'AOL PROJECTS- DMCC'.

A report on performance and financial position of the subsidiaries as per Companies Act, 2013 is provided in Annexure A to the consolidated financial statement and hence not disclosed here for brevity's sake. The policy for determining material subsidiaries as approved may be accessed on the company's website at the http://www.akshoptifibre.com/corporate-governance.php

The statement containing the salient features of the financial statements of subsidiaries is annexed herewith marked as Annexure

ÂI. Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, the details of loans, Guarantees extended and / or investments made by the Company in subsidiaries are provided.

Details of Loans, Guarantees extended and/ or investments made by the Company in subsidiaries is annexed herewith, marked as Annexure -II.

Related Party Transactions

All contracts / arrangements / transactions entered into by the Company during the financial year with related party(s) were in ordinary course of business and on arm's length basis. During the year, the Company did not enter into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related policy transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the company's website at the http://www.akshoptifibre.com/corporate-governance.php

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2, is annexed herewith marked as Annexure -III.

Directors

As on March 31 2015, the Board of your company consisted of 6 Directors, consisting of 1 Promoter & Non Executive Chairman, 3 Independent Directors, 1 Non Executive Non Independent Director, 1 Managing Director.

Meetings of the Directors

The Company had 5 (Five) Board meetings during the financial year under review.

Appointments / Resignations from the Board

During the year under review, Mr. Narendra Kumbhat, Mr. D. K. Mathur and Mr. Amrit Nath were appointed as Independent Directors by the shareholders for a term of 5 years.

There were no resignations of Directors during the year ended March 31, 2015.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 and clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors declare that the Independent Directors Mr. Amrit Nath, Mr. Dinesh Kumar mathur, Mr. Narendra Kumbhat & Ms. Devika Raveendran are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) were not a promoter of the company or its holding, subsidiary or associate company

(ii) not related to promoters or directors in the company, its holding, subsidiary or associate Company;

(c) had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of their relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Neither himself nor any of his/ her relatives Â

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of Â

- a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

- any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or

(f) possesses such other qualification as may be prescribed.

Appointments/ Resignations of the Key Managerial Personnel

Mr. Chetan Choudhari, Managing Director, Satyendra Gupta-Chief Financial Officer and Mr. Gaurav Mehta, Company Secretary were designated as Key Managerial Personnel of the Company.

None of the Key Managerial Personnel has resigned or appointed during the year ended March 31, 2015.

Material Changes and commitments affecting the financial position between the end of financial year and date of report

On May 30, 2015 the Board in its meeting considered and approved the:

- Appointment of Ms. Devika Raveendran as Independent Director on the Board of the Company for a term of 5(five) years w.e.f. May 30, 2015 till May 29,2020.

- Resignation of Mr. Chetan Choudhari from the position of Managing Director and Director on the Board of the Company, effective June 01, 2015.

- Expansion plan of OFC and FRP manufacturing facilities at an estimated cost of Rs. 95 Crore, to be funded by debt and internal accruals.

- Appointment of Dr. Kailash S Choudhari, as Chairman and Managing Director of the Company for a term of 3 years, from June 01, 2015 till May 30, 2018.

Re-appointment/ Appointment of Directors

In accordance with the Articles of Association of the Company, Mr. B.R. Rakhecha, the Non Executive, Non Independent Director retires by rotation, and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking:

a. re-appointment of Mr. B. R. Rakhecha, retiring by rotation in the ensuing General Meeting,

b. appointment of Ms. Devika Raveendran as Independent Director ; and

c. appointment of Dr. Kailash S Choudhari as Chairman & Managing Director.

Performance Evaluation of the Board

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other individual Directors which include the criteria for performance evaluation of the non- executive Directors and executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The Nomination & remuneration policy may be accessed on the Company's website at the link: http://www.akshoptifibre.com/corporate-governance.php

The Nomination & Remuneration Policy is annexed herewith marked as Annexure ÂIV.

Corporate Governance

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Management Discussion and Analysis

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility, which has been approved by the Board.

The CSR policy may be accessed on the Company's website at the link: http://www.akshoptifibre. com/corporate-governance.php

During the year the company undertook the plantation drive by the name of 'Upvan', in order to maintain the ecological balance and spread the message of greenery in the Industrial town of Bhiwadi. Many organisations and educational institutions from Bhiwadi joined in the initiative of the Company. the Company was able to plant 10,000 saplings during the year. For this effort the company was felicitated by the Bhiwadi Manufacturers Association (BMA), the Lions Club Bhiwadi and the other organisations.

The Company also adopted school in Bhiwadi under the Mission 'Muskaan'. The Company renovated the school building and also distrusted school dress, improved the mid day meal and contributed in other infrastructural requirements of the school.

The Company adopted school under the Mission 'Shiksha Hamara Swabhiman' at Ringus (Sikar). The Company designed and developed a full fledged computer lab for the school, apart from upgrading/ developing the infrastructural requirements of the school like building of school boundary, class rooms and the like.

The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure V.

Employee Remuneration

(A) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members by writing to the Company Secretary of your Company.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure VI.

Employees Stock Purchase Scheme

During the year under review no shares have been granted, hence there was no vesting of Shares.

Risk Management

The Company has comprehensive risk management policy to take care of the business and other risks related to the company.

Consolidated Financial Statements

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

Auditors and Auditors' Report

Statutory Auditors

At the Annual General Meeting held on 27th September, 2014, M/s P. C. Bindal & Co., Chartered Accountants, were appointed as statutory auditors of the company to hold office till the conclusion of the Thirtieth Annual General Meeting. In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s P. C. Bindal & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

Cost Auditors

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2015- 2016 to audit the cost records of the Company.

Cost Audit Compliance

Pursuant to Sec. 209 (1) (d) of the Companies Act, 1956, Cost Audit Report for the financial year ended March 31, 2014 was submitted to the Central Government on September 27, 2014.

Secretarial Auditors

The Company appointed M/s. Pooja Anand & Associates

Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report has a qualification with regard to the non-appointment of Woman Director on or before March 31, 2015.

Reply to the observation of Secretarial Auditors

The Company was in the process of short listing the suitable candidate with the required skill sets, but could not find suitable candidate before March 31, 2015. However, Ms. Devika Raveendran was appointed by Board of Directors in their meeting held on May 30, 2015.

Recognition

The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plants.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure VIII to this report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure IX to this Report.

Listing

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details of deposits covered under chapter V of the Act;

ii. Issue of equity shares with differential voting rights, dividend or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise;

iv. The Managing Director of the Company was not in receipt of any remuneration or commission from its subsidiaries.

Your Directors further state that during the year under review there were no complaints/ cases pursuant to the Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013.

Director's Responsibility Statement

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made 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 or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities,

4. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operate effectively; and

5. annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company in its continued robust performance on all fronts.

We look forward to your continued support and co- operation while we move forward to our new journey, assuring our continued commitment to maintain and healthy and fruitful relationship.

for Aksh Optifibre Limited Dr. Kailash S Choudhari

Chairman & Managing Director Place: New Delhi

Date: August 11, 2015

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March, 2014 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2013- 2014 2012-2013

Revenue from Operations 22748.46 24020.83

Earnings before Interest, Tax, Depreciation, Exceptional Items & Amortization 4100.23 4011.30

Depreciation and Amortization Expenses 1499.38 1663.21

Finance Cost 705.90 373.38

Profit before Exceptional items & Tax 1894.95 1974.71

Exceptional Items 706.60 619.02

Profit before Tax 2601.55 2593.73

Income Tax 520.51 64.54

MAT Credit Entitlement 520.51 64.54

Net Profit after Tax 2601.55 2593.73

Balance (Loss)/profit brought forward from previous year (5366.36) (7960.09)

Less : Appropriation

Proposed Dividend (371.41) -

Dividend Tax (63.12) -

Surplus carried to Balance Sheet (3199.34) (5366.36)

OPERATIONAL REVIEW

Financial year 2013- 14 closed with revenue of Rs 22,748.46 lacs, with EBITDA of Rs 4,100.23 lacs and PAT of Rs 2,601.55 lacs . The manufacturing business earned revenues of Rs. 20,899.87 lacs at an EBIT margin of 18.68 %.

During the year, the Company introduced certain new products and adding new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company''s operations and segment wise performance is covered under Management Discussion & Analysis Report.

FUTURE OUTLOOK

While in 2012-13 there was a surge in demand of OFC, largely fuelled by introduction of next generation technologies and up gradation of existing 2G networks to make them 3G and 4 G compatible was witnessed, a trend which is set to increase further in the coming year, with several Greenfield sites are being rolled out and more in the pipeline with operators preparing to launch 4G services, OFC network deployment is likely to gain momentum over the next few years making India one of the fastest growing markets in this segment.

The year 2013-14 continued to witness the increased concern for women''s safety, which prompted the wireless operators to increase the penetration of OFC networks for providing broadband services for surveillance.

With the change in the government, the roll out of the much awaited NOFN project is to be expedited, fuelling in the demand of the OFC. Further, with the states initiating the e- governance models, there is likely to be huge demand of OFC for running the state e-governance models.

Globally FRP demand is expected to increase by about 20% in FY 2014-15. Currently Aksh has approximately 16-18% share in global demand of FRP which is set to surge ahead. The domestic FRP demand is expected to grow by 50% in FY 2014-15.

With the increased demand of residential dwellings and more high rise towers coming up to cater the increased demand of homes, there is significant potential in the FTTH segment as users want high speed broadband, high definition video and unlimited telephony and more importantly real time surveillance, there is a lot of space for OFC business to expand and flourish.

ACHIEVEMENT

During the year under review, the Company commissioned

FRP Production facility at JAFZA Dubai, through its wholly owned subsidiary ''AOL FZE''.

The Company got the BBNL order aggregating to Rs.210 crores, to be supplied over a period of 16 months.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.25 per equity share for the financial year ended 31st March,2014 amounting to Rs. 434.53 lacs (Inclusive of Tax on dividend of Rs. 63.12 lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES

As on date the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely ''AOL-FZE'', incorporated in SAIF Zone, Sharjah (U.A.E) with one step down Wholly Owned Overseas subsidiary namely ''AOL PROJECTS-JLT''. The Statement pursuant to Section 212 of the Companies Act, 1956, is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors'' Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated 8th February,2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTOR''S RESPONSIBILITY STATEMENT

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made 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 or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4 annual accounts have been prepared on a going concern basis.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincerity and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plants.

DIRECTORS

In accordance with the articles of association of the Company, Mr. B.R. Rakhecha, the Non Executive, Non Independent Director retire by rotation, and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. B.R. Rakhecha, retiring by rotation in the ensuing General Meeting and appointment of Mr. Amrit Nath, Mr. Narendra Kumbhat & Mr. Dinesh Kumar Mathur, as Independent Directors for five consecutive years with effect from the conclusion of the forthcoming Annual General Meeting upto 26th September 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

RELATED PARTY TRANSACTIONS

Mr. B.R. Rakehcha has been associated with the Company for the last two decades and has provided his expertise at various positions in the Company. He held the position of Whole Time Director of the Company and then as Non Executive Director till date. He was also working as professional consultant till 31st March, 2014. During all these years, Mr. Rakhecha has ably steered the Company to its present levels of growth. It is because of Mr. Rakhecha''s untiring efforts that the Company has won tenders floated by BBNL, Defence and other prestigious organizations. For the execution of the said tenders the Company requires and Mr. Rakhecha has agreed to extend his expert advice in the same. Based on the same, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. B.R. Rakhecha as Professional Consultant of the Company, on a consultancy fee, details of which are given the Report of Corporate Governance.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

AUDITORS'' REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, holds the office as Auditors of your Company till the conclusion of the 27th Annual General Meeting and has expressed their willingness to be re-appointed. The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s P. C. Bindal & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company. The Board of Directors recommend to the Members of the Company for the reappointment of M/s P. C. Bindal & Co., Chartered Accountants as Statutory Auditors of the Company to hold the office for a term of three years from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of 30th Annual General Meeting of the Company (subject to ratification by members at every Annual General Meeting) and to fix their remuneration.

COST AUDITORS

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2014-15 to audit the cost records of the Company.

SECRETARIAL AUDITORS

The Company has appointed Ms. Pooja Anand, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2014-15.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of shares.

INFORMATION PURSUANT TO SECTION 217 (2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the Company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.

For & on behalf of the Board of Directors

Dr. Kailash S. Choudhari Place: New Delhi Chairman

Date: 2nd August, 2014 DIN No. 00023824

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2012-2013 2011-2012

Revenue from Operations 23,925.53 18,888.60

Earnings before Depreciation, Amortization, Interest, Exceptional Items & Tax 4,011.30 2259.17

Depreciation and Amortization Expenses 1,663.21 1,330.10

Finance Cost 373.38 534.81

Profit before Exceptional items & Tax 1,974.71 394.26

Exceptional Items 619.02 784.61

Profit before Tax 2,593.73 1,178.87

Income Tax 64.54 -

Deferred tax - 109.91

MAT Credit Entitlement 64.54 -

Net Profit after Tax 2,593.73 1,068.96

OPERATIONAL REVIEW

Financial year 2012- 13 closed with revenue of Rs 23,925.53 lacs , with EBITDA of Rs 4,011.31 lacs and PAT of Rs 2,593.73 lacs. The manufacturing business earned revenues of Rs. 21,615.50 lacs at an EBITDA margin of 19.29%.

During the year, the Company introduced certain new products and added new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company''s operations and segment wise performance is covered under Management Discussion &Analysis Report.

FUTURE OUTLOOK

With the world accepting and acknowledging the importance of FTTH as the new emerging business opportunity and the South East Asian countries gearing up to make themselves FTTH compliant, there is an ample opportunity for the increase of Optical fibre cable business across the globe. In Indian perspective, the National Optical Fibre Network (NOFN) project envisaged by the Government and the laying of optical fibre cables by the Indian defense and railways will also fillup the demand of optical fibre cables in Indian markets. Further, increase in data bandwidth demand and data consumption with the emerging 4G technology, increase use of smart phones and data convergence will stress the telcos to upgrade themselves to meet the increased demand and would in turn fuel the demand of optical fibre cables.

Globally FRP demand is expected to increase by about 20% in FY 2013-14. Currently, Aksh has approximately 16-18% share in global demand of FRP which is set to surge ahead. The domestic FRP demand is expected to grow by 70% in FY 2013-14 with NOFN and other government tenders.

IPTV in India has a better future given the availability of integrated services such as broadband internet, TV and telephone services under a single package or scheme that too at a reasonable price or a price which is comparatively less than the cost involved in subscribing for internet, broadcast TV and telephone services individually. With the increased demand of residential dwellings and more high rise towers coming up to cater the increased demand of homes, FTTH infrastructure is set to expand, so as to meet the broadband and IPTV needs of the consumers.

DIVIDEND

In the absence of the divisible profits during the current year, your Directors are unable to recommend any dividend for the year under review.

AWARD

In recognition to the astounding team work and the relentless efforts in delivering exceptional business performance for the year 2012, Frost & Sullivan conferred upon Aksh, the 2013 Frost & Sullivan India ICT Award for "OFC Vendor of the Year".

SUBSIDIARY COMPANIES

As on date the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely ''AOL-FZE'', incorporated in SAIF Zone, Sharjah, Dubai (U.A.E) with one step down Wholly Owned Overseas subsidiary namely ''AOL PROJECTS-JLT''.

The Statement pursuant to Section 212 of the Companies Act, 1956, is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors'' Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated February 8,2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTOR''S RESPONSIBILITY STATEMENT

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made 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 or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and annual accounts have been prepared on a going concern basis.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincerity and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plants.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Narendra Kumbhat and Mr. Arun Sood, Directors will retire by rotation, and being eligible, have offered themselves for re- appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

INFORMATION PURSUANT TO SECTION 217 (2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set

out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

AUDITORS'' REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, holds the office as Auditors of your company till the conclusion of the 26th Annual General Meeting and has expressed their willingness to be re-appointed. Their appointment, if made, would be within the limits specified under Section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2013-14 to audit the cost accounts related to the Company.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of shares.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.

For & on behalf of the Board of Directors

Dr. Kailash S. Choudhari

Chairman

Place: New Delhi

Date : 17th May, 2013

Mar 31, 2011

The Directors have pleasure in presenting the 24th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended March 31, 2011 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2010-2011 2009-2010

Turnover 508.55 830.51

Profit / (Loss) before Interest, Depreciation and Tax (1,474.66) (721.31)

Interest 232.02 239.32

Depreciation 919.34 1,136.29

Profit / (Loss) before Tax (2,626.02) (2,096.92)

Provision for Tax

-Deferred tax - (711.57)

- Deferred tax Assets Reversed 2,155.12

Net Profit / (Loss) after Tax (4,781.14) (1,385.35)

Operational Review

During the year under review, your Company attained a gross turnover of Rs. 508.55 Lacs as against Rs. 830.51 Lacs during the previous year.

The Net Loss after Tax during the year under review was Rs. 4,781.14 lacs as against Rs. 1,385.35 lacs for the previous year, due to loss arising out of foreign exchange fluctuation on account of re-statement of foreign exchange assets and liabilities of Rs. 235.33 lacs during the current year as against gain of Rs. 1533.89 lacs in the previous year and also due to reversal of deferred tax assets in excess of deferred tax.liability of Rs. 2155.12 lacs.

Your Company has the largest subscriber base of IPTV customers in South East Asia and with a view to further consolidate its market position as well as ensure a steady and stable growth, the Company is expanding its IPTV under the brand "iControl" in the cities of Delhi and Mumbai and with BSNL in 20 cities of North India, viz. State of Jammu & Kashmir, Himachal Pradesh , Punjab, Haryana, Rajasthan and U.P.(West). Your Company is also offering host of ad-on services viz, Time Shift TV (Chill & Cool), Video on Demand (VoD), A-Tube (Video Yellow pages - Pull advertising), iControl Mall (on line shopping) and TV messaging.

The Company is the pioneer in the FTTH {Fibre -To- The- Home) space and has more consolidated its spot by starting its FTTH services in Jaipur, Ajmer, Faridabad, and Ambala.

The Company is operating its VoIP services under the brand "Pigeon" in the cities of Delhi & Mumbai in association with MTNL. The brand has been well established in the market and people have started using Pigeon VoIP as an effective tool for getting connected with their near and dear ones living abroad.

Future Outlook

With the growth of infrastructure and look out of new revenue streams beyond data and voice services, it is predicted that the demand of IPTV is slated to grow upto 109 mn by 2014, with the global revenue rising to US$ 41bn by 2014. As per the industry reports the number of IPTV subscribers is expected to increase in the markets where FTTH deployments are powering ahead. Further, with the increased demand of infrastructure, technology advancements and consumer shift from linear to non linear TV viewing, demand of IPTV is set to surge ahead in India. To tap the growing IPTV market, your Company is offering various interactive and educative services through its IPTV platform which is well accepted and appreciated by the subscribers.

The Company is also tapping international markets for gaining foothold in IPTV business. For the same purposes, the Company has incorporated a Wholly Owned Subsidiary (WoS) namely AOL-FZE in the Sharjah Airport Free Zone, Sharjah (U.A.E.). The purpose is to explore new business ventures which can be operated with the present line of business, enlarge its present business operations and the like. DIVIDEND

In the absence of profits, your Directors are unable to recommend any Dividend for the period under review.

SUBSIDIARY COMPANIES

During the year under review, the Company has incorporated one Wholly Owned Overseas Subsidiary namely AOL-FZE incorporated in SAIF Zone, Sharjah, Dubai (U.A.E).

During the year under review, the Company applied for winding-up of its three wholly owned subsidiaries i.e. Aksh Net Tel Limited, Spyk Global Limited, Aksh Infratel Limited under Section 560 of the Companies Act, 1956 which have accordingly been dissolved.

As on date the Company has two Indian Subsidiaries, viz., APAKSH Broadband Limited, Aksh Technologies Limited and One Wholly Owned Overseas Subsidiary, viz. AOL-FZE, incorporated in SAIF Zone, Sharjah Dubai (U.A.E).

The Statement pursuant to Section 212 of the Companies Act, 1956 is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated 08.02.2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

During the year under review, the Company made a QIP Issue aggregating Rs. 22.5 Crore (approx.) and allotted 11,550,000 Equity Shares to eligible Qualified Institutional Buyers ("QIBs") under the qualified institutions placement under Chapter VIM of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

GLOBAL DEPOSITORY RECEIPTS (GDR) ISSUE

The Company came out with a GDR issue of US$ 25 Mn in September, 2010. The issue comprised of 1,165,750 GDRs underlying 58,287,500 Equity Shares of Rs. 5 each, one GDR equivalent to 50 paid up Equity Shares of the Company.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. FCCBs and GDRs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state:

i. That in the preparation of the annual accounts for the financial year ended 31st March 2011, the accounting standards as issued by ICAI have been followed and there are no material departures ;

ii. That the Directors have selected such accounting policies consulting the Statutory Auditors and has

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 profits of the Company for the year;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records;

iv. That the Annual Accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B.R. Rakhecha and Mr. P.F. Sundesha, Directors will retire by rotation, and being eligible, have offered themselves for re-appointment.

Mr. Chetan Choudhari has been appointed as an Additional Director of the Company w.e.f. 01.09.2010. Mr. Amrit Nath has been appointed as an Additional Director w.e.f. 17.09.2010. Both the Directors hold office up to the date of the forthcoming Annual General Meeting of the Company. Taking into consideration their knowledge and experience, the Board commends their appointment as Directors of the Company, liable to retire by rotation.

On 01.09.2010, in accordance with the provisions of Section 269 of the Companies Act, 1956 Mr. Chetan Choudhari has been appointed as Whole Time Director of the Company for a period of 03 (Three) years with effect from September 01, 2010 till 31st August, 2013. Taking into consideration his knowledge and experience, the Board commends his appointment as Whole-time Director of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the following are annexed to this report:

i. Report on the Corporate Governance and a Certificate from the Auditors of your Company regarding compliance of the conditions of Corporate Governance;

ii. Management Discussion and Analysis Report

INFORMATION PURSUANT TO SECTION 217 (2A)

Not applicable, since no employee falls under the provisions of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

AUDITORS REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, hold the office as Auditors of your company till the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to be re-appointed. Their appointment, if made, would be within the limits specified under Section 224 (1) (B) of the Companies Act, 1956.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of Shares.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.

For & on behalf of the Board of Directors

Kailash S. Choudhari Chetan Choudhari Chairman Whole-Time Director

Place : New Delhi Date : 21.05.2011

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