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You can view full text of the latest Director's Report for the company.

BSE: 541006ISIN: INE339Z01011INDUSTRY: Textiles - Spinning - Cotton Blended

BSE   ` 10.63   Open: 10.63   Today's Range 10.63
10.63
+1.76 (+ 16.56 %) Prev Close: 8.87 52 Week Range 8.59
21.20
Year End :2026-03 

Your Directors hereby presenting their 13th Annual Report of your Company on the business and operations of the
Company and the Audited Financial Statements for the financial year ended March 31, 2026.

1. PERFORMANCE HIGHLIGHTS (STANDALONE)

Your Company has performed during the reporting period as follows:

Particulars

FY 2025-26

FY 2024-25

Revenue from operations

2,11,53,19,672.00

2,00,91,41,654.00

Other income

4,69,23,569.00

4,71,38,616.00

Total revenue

2,16,22,43,241.00

2,05,62,80,270.00

EBITDA

12,40,76,579.00

12,57,94,612.00

Less:

Finance Costs

3,22,73,851.00

4,26,99,803.00

Depreciation

5,43,43,210.00

6,36,57,076.00

Profit before tax, exceptional and extraordinary items

3,74,59,519.00

1,94,37,733.00

Add/(Less): Exceptional/Extraordinary income/(expense)

0.00

0.00

Profit before tax

3,74,59,519.00

1,94,37,733.00

Less: Taxes on income

2,46,51,437.00

10,56,659.00

Current Tax

67,50,000.00

35,00,000.00

Deferred tax

1,79,01,437.00

(24,43,341.00)

Profit after tax

1,28,08,082.00

1,83,81,074.00

EPS - Basic

0.51

0.74

EPS - Diluted

0.51

0.74

Note: Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the
current year’s classification/disclosure.

Company’s Performance

The Total income from Operations (net) of the Company for the year under review is Rs. 2,11,53,19,672 as
compared to Rs. 2,00,91,41,654 of the previous year. Revenue from Operations is increase by approx. 5.28% as
compared to previous year. Profit for the year stood at Rs. 1,28,08,082 as compared to profit of Rs. 1,83,81,074
in the previous year.

During the reporting year, the Company experienced a decline in profitability of approximately 30.31%
compared to the previous year.

Transfer To Reserves

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of profit carried to
reserve & Surplus account of the Company.

2. SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share capital of the
Company. The Present Capital of the company is as follows:

Authorised Share Capital

The Authorised Share Capital of the Company as at 31st March, 2026 was Rs. 25,00,00,000.00 consists of
2,50,00,000 equity shares of Rs. 10 each.

Issued Paid Up and Subscribed Capital

The Issued, Paid Up and Subscribed Share Capital of the Company as at 31st March, 2026 was Rs.
25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.

3. DIVIDEND

In the reporting financial, the Company opted to conserve funds; accordingly, the Board of Directors has not
recommended any dividend for the financial year Year 2025-26.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO -

(Pursuant to Section 134 (3) (m) of the Companies (Accounts) Rules, 2014 and rules made there under)

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy: The Company has taken measures and applied strict

control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with
minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways
and means are adopted to reduce the power consumption in an effort to save energy.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any

step for utilizing alternate sources of energy.

iii. ) The capital investment on energy conservation equipment: During the year under review, Company has not

incurred any capital investment on energy conservation equipment.

B. Technology absorption -

i. ) The effort made towards technology absorption: The Company has not imported any technology and hence

there is nothing to be reported here.

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: None

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv. ) The expenditure incurred on Research and Development: During the year under review, the Company has

not incurred any Expenditure on Research and Development

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: (in ? )

Sr. No.

Particulars

F.Y. 2025-26

F.Y. 2024-25

1.

Foreign Exchange Earnings

-

-

ii.) Details of Foreign Exchange Expenditure:

Sr. No.

Particulars

F.Y. 2025-26

F.Y. 2024-25

1.

Foreign Exchange Expenditure

Rs. 4,71,45,463

-

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiaries, joint ventures or associates in the period under review.

6. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There has been no significant events occurred after preparation of the balance sheet.

7. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company in the period under review.

8. CHANGE IN THE REGISTERED OFFICE

There has been no change in the registered office of the Company in the period under review.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELConstitution of Board:

As on the date of this report, the Board comprises of following Directors;

Name of Director

Category

Cum

Designation

Date of
Original
Appointme
nt

Date of
Appointment
at current
Term

Total

Directorship2
including our
Company

No. of Committee1

No. of
Shares
held as on
March 31,
2026

in which
Director is
Member

in which
Director is
Chairman

Mr. Rameshkumar
Jivrajbhai Ranipa

Chairman &
Whole-time
Director

May 08,
2020

September
25, 2025

4

-

-

1,47,82,700

Mr. Jitendrabhai
Gopalbhai Raiyani

Executive

Director

August 06,
2020

October 01,
2022

4

2

-

36,95,680

Mr. Pankaj
Becharbhai Bhimani

Whole-time

Director

August 06,
2020

September
25, 2025

1

-

-

NIL

Mr. Rohankumar
Jitendrabhai Raiyani

Managing

Director

August 06,
2020

September
25, 2025

1

-

-

NIL

Mr. Hiteshkumar

Chhaganbhai

Chaniyara

Non-Executive

Independent

Director

July 29,
2020

July 29, 2025

1

2

2

NIL

Ms. Jyoti
Jashvantray Kataria

Non-Executive

Independent

Director

July 30,
2020

July 30, 2025

2

4

0

NIL

Mr. Rutvikkumar

Prabhudas

Bhensdadiya

Non-Executive

Independent

Director

September
03,2021

September
03, 2021

1

-

-

NIL

Mr. Chandrakant
Bhimjibhai Gopani

Non-Executive

Independent

Director

September
03,2021

September
03, 2021

1

-

-

NIL

1 Committee includes Audit Committee and Stakeholder’s Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing
Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of
their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

10. DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1,
intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct
of the Company.

11. AUDITORS’ QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS IN THE AUDITORS’
REPORT

The Auditors Report contains unmodified opinion on the financial statements for the period ended March 31,
2026. The statements made by the Auditors in their Report are self-explanatory and do not call for any further
comments.

12. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company was not required to comply with the requirement of CSR (Corporate Social
Responsibility) provisions for the Financial 2025-26 as the company had profit of only Rs. 1,83,81,074 & also
networth and turnover was below the threshold limits in the Previous FY 2024-25. Annual Report on Corporate
Social Responsibility is attached as
Annexure-A to the Board Report.

13. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company as on March 31, 2026 is available on the Company’s website and can be
accessed at
https://angelfibers.com/investor/

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are called &
convened, as and when required, to discuss and decide on various business policies, strategies and other
businesses

During the year under review, 6 Board meetings were convened and held, details of which are as follows:

Sr. No.

Date of Board meeting

No. of Directors entitled
to attend the meeting

No. of Directors present

01

28-05-2025

07

07

02

28-08-2025

08

08

03

25-09-2025

08

08

04

06-11-2025

08

08

05

13-11-2025

08

08

06

02-03-2026

08

08

Name of Director

Number of
Board
Meeting
held

Number of
Board
Meetings
Eligible to
attend

Number of
Board
Meeting
attended

Presence at the
previous AGM
of F.Y. 2024¬
2025 held on

20/09/2025

Rameshkumar Jivrajbhai Ranipa

06

06

05

YES

Jitendrabhai Gopalbhai Raiyani

06

06

06

NO

Pankajbhai Becharbhai Bhimani

06

06

06

YES

Rohankumar Jitendrabhai Raiyani

06

06

06

YES

Hiteshkumar Chhaganbhai Chaniyara

06

06

06

NO

Jyoti Jashvantray Kataria

06

06

06

YES

Rutvikkumar Prabhudas Bhensdadiya

06

06

06

NO

Chandrakant Bhimjibhai Gopani

06

06

06

NO

15. GENERAL MEETINGS

During the year under review, only one meeting of members was held and that was Annual General Meetings
held on 20th September, 2025.

16. INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the
act that they meet the criteria of independence laid down in Section 149 (6) of the Act. In the opinion of the
Board, all our Independent Directors possess requisite qualifications, experience, expertise including the
Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014.

A separate meeting of Independent Directors was held on 02nd March, 2026 to review the performance of Non¬
Independent Directors and Board as whole and performance of chairperson of the Company including
assessment of quality, quantity and timeliness of flow of information between Company management and
Board.

17. INFORMATION ON DIRECTORATE

During the year under review, there were no change in constitution of the Board of Directors of the Company.

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act,
2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Pankaj Becharbhai Bhimani
(DIN: 08818741) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have
offered himself for re-appointment.

18. DETAILS OF KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, during the FY 2025-26, the Company had, Mr.
Rameshkumar Jivrajbhai Ranipa, Chairman and Whole Time Director, Mr. Pankaj Becharbhai Bhimani, Whole
Time Director, Mr. Rohankumar Jitendra Raiyani, Managing Director, Mr. Ashish Dhirajbhai Desai, Chief
Financial officer and Ms. Reena Jayantilal Kanabar as Company Secretary and Compliance Officer of the
Company as Key Managerial Personnel.

19. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance board committees and
individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis
of the criteria such as the board composition and structure effectiveness of board processes information and
functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings etc.

The Board and the Nomination and Remuneration Committee and Independent Directors in their separate
meeting has reviewed the performance of the individual Directors on the basis of the criteria such as the
contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to
be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was
also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its committees and individual
directors was also discussed. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

20. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which
are given hereunder.

A. Audit Committee: -

The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the
Companies Act, 2013.

During the year under review, the Audit Committee met 5 (Five) times during the Financial Year 2025-26, on
28-05-2025, 28-08-2025, 25-09-2025,06-11-2025 and on 13-11-2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of the Directors

Category

Designation

Number of meetings during the
Financial Year 2025-26

Held

Eligible
to attend

Attended

Mr. Hiteshkumar
Chhaganbhai Chaniyara

Non-Executive
Independent Director

Chairperson

5

5

5

Ms. Jyoti Jashvantray
Kataria

Non-Executive
Independent Director

Member

5

5

5

Mr. Jitendrabhai
Gopalbhai Raiyani

Executive Director

Member

5

5

5

The Statutory Auditors & Chief Financial Officer of the Company are invited in the meeting of the Committee
wherever requires. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit
Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.

Other information

Executives from Accounts, Finance and Secretarial Departments and representatives of Statutory and Internal
Auditors invited to attend Audit Committee Meetings as and when required.

The Chairman of the Audit Committee was absent at the previous Annual General Meeting of the Company
held on 20th September, 2025.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy
enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or
violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company at
https://angelfibers.com/wp-
content/uploads/2022/11/WHISTLE-BLOWE-POLICY.pdf

B. Stakeholder’s Relationship Committee:-

The Stakeholder’s Relationship Committee had duly formed mainly to focus on the redressal of Shareholders’ /
Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non -
receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the
Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the
Company.

During the year under review, Stakeholder’s Relationship Committee met 4 (Four) times on 28-05-2025, 28-08¬
2025, 06-11-2025 and on 02-03-2026. The composition of the Committee and the details of meetings attended by
its members are given below:

Name of the Directors

Category

Designation

Number of meetings during the
Financial Year 2025-26

Held

Eligible
to attend

Attended

Mr. Hiteshkumar
Chhaganbhai Chaniyara

Non-Executive
Independent Director

Chairperson

4

4

4

Ms. Jyoti Jashvantray
Kataria

Non-Executive
Independent Director

Member

4

4

4

Mr. Jitendrabhai
Gopalbhai Raiyani

executive Director

Member

4

4

4

The Company Secretary of the company acts as secretary for the Committees & was present in meetings of
Stakeholder’s Grievance & Relationship Committee held during the year.

During the year under review, the Company had not received any complaint.

C. Nomination and Remuneration Committee

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of
the Companies Act 2013. Nomination and Remuneration Committee meetings are generally held for
identifying the persons who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal.

During the year under review Nomination and Remuneration Committee met 02 (two) times on 28-08-2025
and on 02-03-2026. The composition of the Committee and the details of meetings attended by its members are
given below:

Name of the Directors

Category

Designation

Number of meetings during the
Financial Year 2025-26

Held

Eligible
to attend

Attended

Mr. Hiteshkumar
Chhaganbhai Chaniyara

Non-Executive
Independent Director

Chairperson

2

2

2

Ms. Jyoti Jashvantray
Kataria

Non-Executive
Independent Director

Member

2

2

2

Mr. Rutvikkumar
Prabhudas Bhensdadiya

Non-Executive
Independent Director

Member

2

2

2

D. Corporate Social Responsibility Committee

The Corporate Social Responsibility committee had duly formed in line with the provisions of Section 135 of
the Companies Act 2013.

During the year under review Corporate Social Responsibility committee met 01 (one) time i.e. on 28-08¬
2025. The composition of the Committee and the details of meetings attended by its members are given belowo

Name of the Directors

Category

Designation

Number of meetings during the
Financial Year 2025-26

Held

Eligible
to attend

Attended

Mr. Hiteshkumar
Chhaganbhai Chaniyara

Non-Executive
Independent Director

Chairperson

1

1

1

Ms. Jyoti Jashvantray
Kataria

Non-Executive
Independent Director

Member

1

1

1

Mr. Jitendrabhai Gopalbhai
Raiyani

executive Director

Member

1

1

1

As per the provisions of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company was not required to comply with the requirement of CSR (Corporate Social
Responsibility) provisions for the Financial 2025-26 as the company had profit of only Rs. 1,83,81,074 & also
networth and turnover was below the threshold limits in the Previous FY 2024-25. However, company decided
not to dissolve the CSR committee.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy to create a high-performance culture. It enables the Company to
attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human
resources consistent with the goals of the Company. The policy lays down a framework for selection,
appointment of Directors and Senior Management and for determining qualifications, positive attributes and
independence of Directors. The Board has also formulated a Policy relating to remuneration of Directors,
members and Senior Management and Key Managerial Personnel.

The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel.

The policy is placed on the website of the company athttps://angelfibers.com/wp-
content/uploads/2023/02/NOMINATION-REMUNERAION-POLICY.pdf

22. REMUNERATION OF DIRECTORS

The details of remuneration paid during the Financial Year 2025-26 to Directors of the Company is provided in
Form MGT-7 available on website of the company at
https://angelfibers.com/investor/

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary
Course of Business and are at Arm’s Length. There were no contracts, arrangements or transactions which was
executed not in ordinary course of business and/or not at arm’s length basis. Further, there were no related party
transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s
Length basis. There were no Material Related Party Transactions, i.e. transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial statement, except as mentioned in AOC-2 attached with
the report as
Annexure - B.

Although approval of the shareholders was taken under the provisions of Section 188 of the Companies Act,
2013 and the rules made thereunder and as amended from time-to-time inspite of transactions with related party
in the ordinary course of business and at the arm’s length basis as an abundant precautionary measure. Members
may refer to the notes to the accounts for details of related party transactions entered as per Accounting
Standard - 18.

In line with the requirements of the Companies Act, 2013 and the Listing Regulations, your Company has
formulated a Policy on Related Party Transactions. The Policy on Materiality of and dealing with Related Party
Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Web -
link:
https://angelfrbers.com/wp-content/uploads/2024/09/RELATED-PARTY-TRANSACTIQN-1.pdf. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and Related Parties.

25. PARTICULARS OF EMPLOYEESDisclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies

Act, 2013 read with Rules made there under.

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

a) The ratio of remuneration of each director to the median remuneration of employees for the Financial Year and
the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the Financial Year:

Sr.

No.

Name

**Designation

Nature of
Payment

* A Ratio
against median
employee’s
remuneration

Percentage
Increase/
Decrease as
compared to
median

1.

Mr. Rameshkumar J
Ranipa

Chairman & Whole
Time Director

Remuneration

7.79:1

100%

2.

Mr. Jitendrabhai G
Raiyani

Executive Director

Remuneration

-

(100%)

3.

Mr. Pankajbhai B
Bhimani

Whole Time Director

Remuneration

-

Not Applicable

4.

Mr. Rohankumar J
Raiyani

Managing Director

Remuneration

5.19:1

497.01%

5.

Mr. Rameshkumar J
Ranipa

Chairman & Whole
Time Director

Sitting Fees

0.09:1

Not Applicable

6.

Mr. Jitendrabhai G
Raiyani

Executive Director

Sitting Fees

0.08:1

Not Applicable

7.

Mr. Pankajbhai B
Bhimani

Whole Time Director

Sitting Fees

0.08:1

Not Applicable

8.

Mr. Rohankumar J
Raiyani

Managing Director

Sitting Fees

0.08:1

Not Applicable

9.

Mr. Hiteshkumar C
Chaniyara

Non-Executive
Independent Director

Sitting Fees

0.08:1

Not Applicable

10.

Ms. Jyoti J Kataria

Non-Executive
Independent Director

Sitting Fees

0.08:1

Not Applicable

11.

Mr. Rutvikkumar
Prabhudas Bhensdadiya

Non-Executive
Independent Director

Sitting Fees

0.08:1

Not Applicable

12.

Mr. Chandrakant
Bhimjibhai Gopani

Non-Executive
Independent Director

Sitting Fees

0.08:1

Not Applicable

13.

Ms. Reena Kanabar

Company Secretary &
Compliance Officer

Remuneration

1.25:1

12.68 %

14.

Mr. Ashish D Desai

hief Financial Officer

Remuneration

1.87:1

Not Applicable

*Median of only those employees are considered who were in employment for at least 6 months.

** During the year under review, company has paid remuneration to two Executive Directors and paid sitting fees to
all Executive & Non-executive directors, hence, remuneration and sitting fees both are compared separately.

AWe have taken Median of all the Employees which were on roll for more than 6 months during the year.

b) The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in current financial year was increased by 23.33% over the previous
financial year.

c) The number of permanent employees on the rolls of the Company: 22 permanent Employees as on March
31, 2026.

d) Average percentile increases already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:

The average salary of employees has increased by 28.13% during the financial year. The ratio of managerial
remuneration to the median employee remuneration stands at 12.98:1.

e) Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the Remuneration Policy of the Company.

26. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013.

27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY

The company does not have any Subsidiary, Associate or Joint Venture.

28. MATERIAL CHANGES AND COMMITMENT DURING THE YEAR UNDER REVIEW
There was no material change during the year under review.

29. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

There were no Material Changes that took place from the end of Financial Year till the date of this report.

30. INSURANCE

The assets of your Company have been adequately insured.

31. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the
going concern status and the Company’s operations in future.

32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of
Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land
where we operate. Further, the company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Details of sexual harassment complaint during the financial year 2025-26:

1. Number of compliant received: 0

2. Number of compliant disposed of: 0

3. Number of compliant pending more than 90 days: 0

33. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the company had complied with The Maternity Benefit Act, 1961.

34. COMPLIANCE WITH THE SECRETARIAL STANDARDS OF ICSI

The company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate and efficient internal and external control system, which provides protection to all
its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control
systems are further supplemented by internal audits carried out by the respective Internal Auditors of the
Company and Periodical review by the management. The Company has put in place proper controls, which are
reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are
safeguarded.

36. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of
India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act
and the Rules there under are not applicable.

37. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and
will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder
value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of
the term. Our disclosures seek to attain the best practices in international corporate governance. We also
endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on BSE SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of
Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance
with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) and (t) of sub
regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence
Corporate Governance Report does not form a part of this Board Report, though we are committed for the best
corporate governance practices.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 a review of the performance of the Company for the year under review Management
Discussion and Analysis Report is presented in a separate section which is annexed to this Report as
Annexure
-C.

39. RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to identify measure and mitigate business risks and
opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective
and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit
and operations risks and quantifies exposure and potential impact at a Company level.

40. DIRECTOR’S RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable
accounting standards have been followed with no material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

41. STATUTORY AUDITORS

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, the Company has appointed M/s. Chetan Agarwal & Co., Chartered Accountants (FRN:
120447W) as Statutory Auditors of the Company to hold the office till conclusion of 15th Annual General
Meeting to be held on the year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with
the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

42. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the
Company has appointed M/s SCS and Company LLP, Practicing Company Secretaries as the Secretarial
Auditor of the Company. The Secretarial Audit Report is annexed to the Board’s Report and forms an integral
part of this Report as
Annexure-D.

Remarks mentioned in Secretarial Audit Report and reply of the management are as follows:

Sr.

No.

Compliance

Requirement

(Regulations/

circulars /

guidelines

including specific

clause)

Deviations

Observations/ Remarks of the
Practicing Company
Secretary

Reply from Management

1.

Regulation 30 of
the SEBI (Listing
Obligations and
Disclosure
Requirements)
Regulations, 2015

Delay in
Uploading the
Outcome of
Board meeting
dated

November 06,
2025.

The Board Meeting was held on
Thursday, November 06, 2025,
from 03:00 P.M. to 03:30 P.M.
The outcome of the meeting
was not submitted to the Stock
Exchange within the prescribed
timeline of three hours and was
subsequently uploaded at 06:56
P.M., resulting in a delay of 26
minutes.

Company officials were of the
opinion that these disclosures
should be filed within 12 hours.
However, such errors will not
occur going forward.

2.

Regulation 44(3)
of the SEBI
(LODR)

Regulations, 2015

Delay in
submission of
voting results
for Annual
general Meeting
held on
September 20,
2025.

The voting results of the
General Meeting were not
submitted to the Stock
Exchange within the prescribed
timeline of two working days &
were submitted on September
24, 2025, resulting in delay in
compliance by one day.

Company officials will take
necessary precautions to prevent
any delay in the future.

43. COST AUDIT

The Company has appointed M/s Manish Bhagvandas Analkat, Cost Auditor (Firm Registration No. 100261) as
cost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the
provisions of Section 148 of the Companies Act, 2013 for the period under review. Further, as per Section 148 of
the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing
Annual General Meeting.

Further, The Company has maintained cost accounts and records in accordance with provisions of Section 148 of
the Companies Act, 2013 and rules thereof.

44. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the
Company has maintained a functional website namely “www.angelfibers.com” containing the information about
the Company. The website of the Company is containing information like Policies, Shareholding Pattern,
Financial and information of the designated officials of the Company who are responsible for assisting and
handling investor grievances for the benefit of all stakeholders of the Company etc.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2025-26, there was no application made and proceeding initiated /pending under the
Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

46. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act
and listing regulations to the extent the transactions took place on those items during the year. Your Directors
further 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 relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) the details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in future;

47. INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, the Company had appointed CA Sefali Dineshbhai Mrug
(FRN: 160465W), Practicing Chartered Accountant as an internal auditor of the Company.

48. OTHER STATUTORY DISCLOSURES:

During the year, BSE imposed a fine of amount Rs. 10,000 for late submission of voting results of the AGM
held on 20th September, 2025, which was duly paid by the company.

On 02.12.2025 the promoters of the Company received an account freezing notice from CDSL restricting
trading in the securities of Angel Fibers Limited due to non-payment of a fine levied in relation to a query raised
by the Exchange regarding the financial results for March 2024.

The Company had submitted a waiver application for the said fine, which was pending with BSE at that time.
Subsequently, BSE approved the waiver application on 16.02.2026. Pursuant to the approval, the liability of the
Company was extinguished, and upon application, CDSL lifted the freeze on the promoters’ shareholding.

49. ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

Date: 30.07.2026 For and on Behalf of the Board of Directors,

Place: Haripar, Jamanagar ANGEL FIBERS LIMITED

Mr. Rohankumar Raiyani Mr. Rameshkumar Ranipa

Managing Director Chairman & Wholetime Director

(DIN :08814726) (DIN :03339532)