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To,

The Members,

Your Directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

1. Financial summary

The financial results for the year are as under: [Rupees in Lacs]

2. Dividend

Your Board had declared final dividend @ Rs. 3.00 (INR Three Only) per equity share (i.e. 30%) of Rs. 10 for the financial year 2022-23 as per recommendation of the Board of Directors at the annual general meeting of the Company held on 10^th July, 2023. The Board has also declared interim dividend @ Rs. 6.00 (INR Six Only) per equity share (i.e. 60%) of Rs. 10 for the financial year 2023-24, at the meeting of the Board of Directors held on 9^th March, 2024 and the Board recommended the same as final dividend for the financial year 2023-24, at the meeting of the Board of Directors held on 3^rd May, 2024.

As stipulated in Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has adopted dividend distribution policy and the same can be viewed at https://axtelindia.com/ userfiles/corporate_governance/document/1629293145.pdf

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2023-24.

4. Brief description of the Company's working during the year/State of Company's affair

Total turnover during the year 2023-24 was Rs. 22,333.30 lacs compared to Rs. 18,014.57 lacs of previous year 2022-23 which shows increase of Rs. 4,318.73 lacs (23.97%). There is profit of Rs. 3,213.34 lacs (after tax) during the year 2023-24 compared to profit of Rs. 1,730.28 lacs (after tax) during the year 2022-23.

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2023-24.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

M/s. VRCA & Associates, Chartered Accountants has been appointed for a period five years pursuant to the provisions of section 139 of the Companies Act 2013 at the AGM held on 29^th September, 2022 and is eligible to act as statutory auditor for the current financial year.

M/s. K. C. Mehta & Co LLP was appointed at the meeting of the board of directors held on 18^th May, 2023 for FY 2023-24 for conducting internal audit of the Company.

The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors' report for the year 2023-24.

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company's web site i.e. www.axtelindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar of Companies within the time stipulated in said Section 92 of Act.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)

The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013. The Annual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22^nd January, 2021 in terms of section 135 of the Companies Act, 2013 is attached in Annexure D.

A) Following changes incorporated during the financial year 2023-24:

1. Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), retires by rotation, reappointed at the annual general meeting of the Company held on 10^th July, 2023.

2. Mr. Nimish Patel (DIN: 00029353), Independent Director of the Company re-appointed for a period of five years for second term with effect from 5^th November, 2023 at the annual general meeting of the Company held on 10^th July, 2023.

3. Ms. Deepti Sharma (DIN: 03630613), Independent Director of the Company re-appointed for a period of five years for second term with effect from 5^th November, 2023 at the annual general meeting of the Company held on 10^th July, 2023.

4. Mr. Sandeep Gul Lalwani, Independent Director of the Company ceased as an Independent Director of the Company with effect from 31^st March, 2024 due to expiry of his term of appointment.

Mr. Paresh Jaisinh Rajda have been appointed as an Additional Independent Director of the Company with effect from 3^rd May, 2024 for a period of five years, subject to shareholders approval at the ensuing general meeting.

B) Mr. Ameet Nalin Parikh (DIN 00007036), retires by rotation at the ensuing annual general meeting and being eligible offered himself for re-appointment as Director.

A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

The Directors to be appointed have given their consents and declarations under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014:

1. Mr. Ameet Nalin Parikh (DIN 00007036), Director of the Company retiring by rotation and eligible for re-appointment.

2. Mr. Paresh Jaisinh Rajda (DIN 00680340), Additional Independent Director proposed to be appointed as an Independent Director.

Details of Mr. Ameet Nalin Parikh, Director seeking re-appointment & Mr. Paresh Rajda, Additional Director proposed to be appointed as an Independent Director as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange shall be annexed to the notice of the annual general meeting.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Company's business; ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values; iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.

During the year from 1^st April, 2023 to 31^st March, 2024 the Board of Directors met six times on the following dates:

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

The members of the Audit Committee of the Company as on 31^st March, 2024 are as under:

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

The Audit Committee Meetings were duly convened during the year ended 31^st March, 2024 on following dates:

• 18-05-2023, 12-08-2023, 01-11-2023, 19-01-2024 & 09-03-2024.

The Board has appointed the following persons as members of vigil committee:

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company's website.

The members of Nomination and Remuneration Committee of the Company as on 31^st March, 2024 are as under:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long-term objectives of the company.

The Nomination and Remuneration Committee Meeting was held on 18-05-2023 during the year ended 31^st March, 2024.

The members of CSR Committee of the Company as on 31^st March, 2024 are as under:

The Corporate Social Responsibility Committee Meeting was held on 12-08-2023 during the year ended 31^st March, 2024.

The members of stakeholders Committee of the Company as on 31^st March, 2024 are as under:

The Stakeholders relationship Committee Meetings were duly convened during the year ended 31^st March, 2024 on following dates:

• 18-05-2023, 12-08-2023, 01-11-2023 & 19-01-2024

The members of Risk Management Committee of the Company as on 31^st March, 2024 are as under:

The Risk management Committee Meeting were duly convened during the year ended 31^st March, 2024 on following dates:

• 29-05-2023, 12-08-2023, 01-11-2023 & 09-03-2024.

The Company has not given any loan, guarantees or made investments under section 186 to any person or body corporate except loan to employees of the Company as per Company's policy for employees and investment in mutual funds.

The Company has entered into contract or arrangement with related party referred to in sub-section (1) of section 188 of the

Companies Act, 2013 with Morphis Business Advisory LLP, Bombay with effect from 1^st April, 2023 which has been approved by the Board of Directors at the meeting, held on 18^th May, 2023 for a period of five years.

Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).

Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. DRP & Associates, Practicing Company Secretaries has been enclosed herewith along with Annual Secretarial Compliance Report as required under Regulation 24A of LODR Regulations, 2015. (Annexure-E).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

A detailed corporate governance report including compliance certificate received from M/s. DRP & Associates, Practicing Company Secretaries, regarding compliance of conditions of corporate governance as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached as Annexure F.

The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors' report as Annexure G.

The Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors' report as Annexure H.

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.

In today's economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. Your company has identified the following risks:

Your Directors' state that—a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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; 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.

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

M/s. K. H. Shah & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2023-24.

Based on the recommendation of the Audit Committee, M/s. K. H. Shah & Co., Cost Accountants, being eligible, have also been appointed by the Board of Directors in their meeting held on 03-05-2024 as the Cost Auditors for F.Y. 2024-25. The remuneration to be paid to M/s. K. H. Shah & Co., for F.Y. 2024-25 is subject to ratification by the shareholders at the ensuing AGM. Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, are maintained by the Company for the financial year 2023-24.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

The Company has been employing about 8 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.