Ahimsa Industries Ltd Directors Report

To

The Members,

AHIMSA INDUSTRIES LIMITED AHMEDABAD

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March 2025.

1. FINANCIAL RESULTS:

[Rs. in 000]

Particulars	2024-25	2023-24
Total Revenue	95,987	1,48,072
Total Expenditure	1,30,876	1,57,464
Exceptional Items	(4,841)	(219)
Profit /(Loss) Before Tax	(39,730)	(9,611)
Less: Current Tax	-	-
Deferred Tax	(2,034)	342
Profit /(Loss) after Taxation	(41,763)	(9,269)
Earnings per Equity Share	(7.63)	(1.69)

2. THE STATE OF THE COMPANYS AFFAIRS:

Our Company continWues to operate in a single segment, i.e., Plastics and PET Tubes. During the year under review, the Company recorded a revenue of f9,59,86,988 as compared to f14,80,71,750 in the previous year, registering a decline of approximately 35.19%. The Company incurred a loss of f 4,17,63,132/- as against f 92,68,807/- in the previous year.

During the year under review, the Company sold the fixed assets and the factory premises at 160, Devraj Industrial Park, Piplaj-Pirana Road, Village Piplaj, Ahmedabad. The sale was undertaken as the existing business operations had become unviable due to steep competition in the plastics and PET tube segment, the loss on sale of Fixed Assets has been presented under Exceptional Items in the financial statements for FY 2024-25. (refer Note No. 3.25 on Exceptional Items). In light of this, the Company is actively evaluating new business opportunities in the pharmaceutical sector as part of its strategic realignment. Accordingly, the Memorandum of Association (MOA) of the Company was amended at the last Annual General Meeting (AGM) to include relevant objects aligned with the proposed business activities in the pharmaceutical domain.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, the Company amended its Memorandum of Association to include pharmaceutical sector activities as part of its strategic diversification. While core operations in plastics and PET tubes continued during the year, the addition of new business objects represents a potential expansion in the Companys future business activities. This amendment was approved by the shareholders at the previous Annual General Meeting and is reflected in the filings made with the Registrar of Companies.

4. DIVIDEND:

In view of the loss incurred during the year under review, your Directors do not recommend any dividend for the financial year.

5. TRANSFER TO RESERVES:

In view of the loss of f 4,17,63,132/- incurred during the financial year under review, no amount has been transferred to the General Reserve or any other reserve.

6. SHARE CAPITAL:

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review. As on 31st March, 2025, 100% of the equity shares were held in dematerialised form.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

No Bonus Shares were issued during the year review.

D) EMPLOYEE STOCK OPTION

During the year there is no employee stock option scheme approved.

7. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms an integral part of this report and provides overview of the business and operations of the Company as per "Annexure A"

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company as recommended by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters. The same has been uploaded on website of the Company www.ahimsaind.com

Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-Time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole-Time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Boards report. No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and as may be decided by the Board in consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Ms. Pooja Ambure (DIN: 10482692) Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Ms. Pooja Ambure (DIN: 10482692) Executive Director and other related information has been detailed in the Annual Report.

RETIREMENT OF DIRECTORS/ CONCLUSION OF TERM

During the year under review, the following Directors retired from the Board of the Company on 27th September, 2024:

• Mr. Ashish Navnitlal Shah

• Mr. Bhadresh Arvindbhai Trivedi

• Ms. Sneha Ashutosh Gandhi

APPOINTMENT OF DIRECTORS

The Board places on record its sincere appreciation for their valuable contribution, guidance, and dedicated service during their tenure as Directors of the Company.

During the year under review, the following individuals were appointed as Directors on the Board of the Company:

• Mr. Abhishek Deepak Buddhadev (DIN: 07673161)

• Mr. Santosh Kamlesh Tripathi (DIN: 08517148)

• Ms. Pooja Rajan Ambure (DIN: 10482692)

• Ms. Almina Banu Abubakar Shaikh (DIN: 10715314)

The Board welcomes them and is confident that their association will benefit the Company through their experience and insights.

14. ANNUAL EVALUATION OF BOARDS AND COMMITTEE PERFORMANCE:

The Nomination and Remuneration committee of the board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Directors performance. The board is required to evaluate the performance based on the evaluation done by the Nomination and Remuneration committee.

The Nomination and Remuneration Committee carried out an evaluation of performance of Independent Director, Executive Director and Board as whole and that of its committees. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee.

The performance of the Nomination and Remuneration committee evaluated by Board of directors, on the basis of the terms of reference of the committee.

The performance of Nomination and Remuneration committee reviewed by board of directors and which is much satisfactory.

Then the committee reviewed the Board and other committee. The evaluation of the Nomination and Remuneration Committee was left to the Board of the Directors.

The board as a whole and its committees were reviewed on the following parameters;

1) Size, structure and expertise of the Board

2) Frequency of Meetings

3) Effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference.

4) Ensuring the integrity of the Companys accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee)

5) Working in the interests of all the stakeholders of the Company and such other factors.

The performance of the board as a whole was satisfactory and up to the mark during the year.

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.ahimsaind.com

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Chairman & Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

17. COMMITTEES OF THE BOARD:

As on 31st March, 2025, the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

Name of Director	Status	Nature of Directorship
Mr. Ashish N. Shah#	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi#	Member	Independent Non- Executive Director
Ms. Purvi Intwala	Member	Non-Executive Director

During the year under review, the Audit Committee was reconstituted by the Board on 10th October, 2024. This reconstitution was necessitated as all the previous members of the Committee retired on 27th September, 2024.

Accordingly, the Board reconstituted Audit Committee with the following members:

Name of Director	Status	Nature of Directorship
Ms. Almina Shaikh	Chairperson	Non-Executive - Independent Director
Mr. Abhishek Deepak Buddhadev	Member	Non-Executive - Independent Director
Ms. Pooja Rajan Ambure	Member	Executive Director

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to be included in the Boards Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

• Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow up there on.

• Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism, in case the same is existing.

• To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

The members of the Audit Committee met four (4) times during the year on 18/05/2024, 25/10/2024, 20/11/2024 and

19/02/2025. The attendance records of the members are as follows.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & NonExecutive Director	1	1
Mr. Bhadresh A. Trivedi	Independent & NonExecutive Director	1	1
Ms. Purvi Intwala	Non-Executive Director	1	1
Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Ms. Almina Shaikh	Non-Executive Independent Director	3	3
Mr. Abhishek Deepak Buddhadev	Non-Executive Independent Director	3	3
Ms. Pooja Rajan Ambure	Executive Director	3	3

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below:

Name of Director	Status	Nature of Directorship
Mr. Ashish N. Shah	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi	Member	Independent Non- Executive Director
Ms. Purvi Intwala	Member	Non-Executive Director

During the year under review, the Nomination & Remuneration Committee was reconstituted by the Board on 10th October, 2024. This reconstitution was necessitated as all the previous members of the Committee retired on 27th September, 2024.

Accordingly, the Board reconstituted the Nomination & Remuneration Committee with the following members:

Name of the Director	Status	Nature of Directorship
Mr. Santosh Kamlesh Tripathi	Chairman	Non-Executive - Independent Director
Ms. Almina Banu Abubakar Shaikh	Member	Non-Executive - Independent Director
Mr. Abhishek Deepak Buddhadev	Member	Non-Executive - Independent Director

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as may from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met Twice (2) during the year on 02/08/2024 and 19/02/2025 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & NonExecutive Director	1	1
Mr. Bhadresh A. Trivedi	Independent & NonExecutive Director	1	1
Ms. Purvi Intwala	Non-Executive Director	1	1
Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Santosh Kamlesh Tripathi	Non-Executive - Independent Director	1	1
Ms. Almina BAbubakar Shaikh	Non-Executive - Independent Director	1	1
Mr. Abhishek Deepak Buddhadev	Non-Executive - Independent Director	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

Name of the Director	Status	Nature of Directorship
Mr. Bhadresh A. Trivedi	Chairman	Independent Non-Executive Director
Mr. Ashish Navnitlal Shah	Member	Independent Non-Executive Director
Mrs. Purvi Jatin Intwala	Member	Non-Executive Director

During the year under review, the Stakeholder Relationship Committee was reconstituted by the Board on 10th October, 2024. This reconstitution was necessitated as all the previous members of the Committee retired on 27th September, 2024.

Accordingly, the Board reconstituted Stakeholder Relationship Committee with the following members:

Name of the Director	Status	Nature of Directorship
Mr. Abhishek Deepak Buddhadev	Chairman	Independent Non-Executive Director
Mr. Santosh Kamlesh Tripathi	Member	Independent Non-Executive Director
Ms. Pooja Rajan Ambure	Member	Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders/investors complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met Once (1) during the year on 19/02/2025 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & NonExecutive Director	-	-
Mr. Bhadresh A. Trivedi	Independent & NonExecutive Director	-	-
Ms. Purvi Intwala	Non-Executive Director	-	-
Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Abhishek Deepak Buddhadev	Chairman	1	1
Mr. Santosh Kamlesh Tripathi	Member	1	1
Ms. Pooja Rajan Ambure	Member	1	1

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Seven (7) times during the year on 26/04/2024, 18/05/2024, 02/08/2024, 27/09/2024, 25/10/2024, 20/11/2024 and 19/02/2025 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

The intervening Gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors	Category	Meetings Held during the tenure of the Directors	Meetings Attended	Attendance at the last AGM held on 20th Sept, 2024	No. of committee membership in which he/she is a member and Chairperson
Mr. Ashutosh D. Gandhi	Promoter / Managing Director	7	7	Yes	None
Mrs. Sneha A. Gandhi	Whole-time Director	3	3	Yes	None
Mr. Ashish N. Shah	Independent & NonExecutive Director	3	3		Chairman in Two Committees Member in one Committees
Mr. Bhadresh A. Trivedi	Independent & NonExecutive Director	3	3		Chairman in one Committees Member in two Committees
Ms. Purvi Jatin Intwala	Non-Executive Director	3	3	-	Member in Three Committees
Ms. Pooja Rajan Ambure	Executive Director	4	4	Yes	Member in two Committees
Mr. Abhishek Deepak Buddhadev	Non- Executive Independent Director	4	4	Yes	Chairman of SRC and Member in two Committees
Mr. Santosh Kamlesh Tripathi	Non-Executive Independent Director	4	4	Yes	Chairman of NRC and Member in one Committee
Ms. Almina Banu Abubakar Shaikh	Non-Executive Independent Director	4	4	Yes	Chairman of Audit Committee and Member in one Committee

INDEPENDENT DIRECTORS MEETING

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 19th February, 2025.

Mr. Santosh Kamlesh Tripathi is the Chairman of Independent Directors Meeting.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Santosh Kamlesh Tripathi	Independent & NonExecutive Director	1	1
Ms. Almina Banu Abubakar Shaikh	Independent & NonExecutive Director	1	1
Mr. Abhishek Deepak Buddhadev	Independent & NonExecutive Director	1	1

18. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2025 and state that:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and there are 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 31st March, 2025 and of the loss/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 accounts 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 were operating effectively; and

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

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on 31st March, 2025 is available on the Companys website at https://www.ahimsaind.com.

20. PARTICULARS OF EMPLOYEES:

During the year under review, the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable, as there were no employees of the Company who were in receipt of remuneration in excess of the limits prescribed under the said Rules.

21. SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

22. COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year under review.

24. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to companies listed on the SME Platform of the Stock Exchange.

Accordingly, a detailed report on Corporate Governance is not provided.

However, the Company continues to follow and adopt good governance practices voluntarily to ensure transparency, accountability and fairness in all its dealings.

25. DISCLOSURE OF ACCOUNTING TREATMENT

These financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") as prescribed under the provisions of the Companies Act, 2013, read with the applicable Accounting Standards notified under Section 133 of the Act and the relevant rules made thereunder, as amended, and other relevant provisions of the Act.

26. RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The company has developed and implemented risk management policy. Company has an effective risk management system to keep track of business and operational hazards. All major functions and divisions are responsible for independently monitoring risks in their respective areas of operations. The risk management process is overseen by the Companys board of directors.

The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

27. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://www.ahimsaind.com/investor-relation/ codes-policies-of-company/

Members may refer Note No. 3.28 to the Standalone Financial Statement which sets out related party disclosures.

28. PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:

Details of Loans:

SR No	Date of making loan	Detail of Borrower	Amount	Purpose for which the loan is to be utilized by the Recipient	Time period for which it is given	Date of Board Resolu-tion	Date of Special Resolution (if required)	Rate of Interest	Expected rate of return
NA

Details of Investments:

SR No	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of Board Resolution	Date of Special Resolution (if required)	Expected rate of return
NA

Details of Guarantee / Security Provided:

SR No	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the security/ guarantee is proposed to be utilized by the recipient	Date of Board Resolu-tion	Date of Special Resolution (if required)	Commission
NA

29. LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.

30. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2024-25.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/ her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Web Site https://www.ahimsaind.com.

With a view to regulate trading in securities by the Directors and Designated Employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on the website of the Company https://www.ahimsaind.com/ investor-relation/codes-policies-of-company/.

We confirm that no director or employee has been denied access to the Audit Committee during FY 2024-25.

31. STATUTORY AUDITORS:

The Board of Directors on the recommendation of the Audit Committee and pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, recommended the appointment of M/s. A N Shah & Associates, Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years, from the conclusion of the 30th Annual General Meeting ("AGM") until the conclusion of the 35th AGM of the Company to be held in the year 2030.

As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

32. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.

Further, pursuant to Section 134(3)(ca) of the Companies Act, 2013, the Board hereby confirms that there have been no instances of fraud reported by any officer or employee of the Company during the year under review.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

34. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Act and Rules made there under, Mr. Mehul Pitroda (ACS No. 43364, CP No. 20308) of M. S. Pitroda & Co., Practicing Company Secretary, Mumbai have been appointed as a Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as "Annexure- B" to this report. There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.

The Board of Directors at their meeting held on 19th February, 2025, based on the consent received from M/s M. S. Pitroda & Co, Company Secretaries appointed them as Secretarial Auditor of the Company for a term of five years subject to the approval of the members at the ensuing Annual General Meeting of the Company.

35. INTERNAL AUDIT & CONTROLS:

The scope of the internal audit includes a review of the adequacy of internal controls, compliance with established policies and procedures, and evaluation of operational effectiveness. The Board of Directors is of the opinion that the Company has adequate internal financial controls commensurate with its size, scale, and complexity of operations. The Board further confirms that such internal financial controls were operating effectively during the year under review.

36. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

37. REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

38. DEPOSITS:

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF).

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder in "Annexure C."

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

42. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Ashutosh Gandhi, Managing Director and Mr. Darshankumar Mistri, Chief Financial Officer has given CEO/CFO Certificate as per the format specified in part B to the Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and said certificate was placed before the meeting of Board of Directors in their meeting held on 28th May, 2025.

43. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors and statement for the same is mentioned in Corporate Governance Report.

44. DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

45. DETAILS OF ANY SETTLEMENT MADE WITH BANKS OR FINANCIAL INSTITUTIONS

No settlement is made with any Bank or Financial Institution during the year.

46. SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

47. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

	By Order of the Board of Directors
	AHIMSA INDUSTRIES LIMITED
	Sd-
	Ashutosh Damubhai Gandhi
	Managing Director DIN: 00654563
	Sd/-
	Pooja Ambure
	Executive Director
Place: Ahmedabad	DIN:10482692
Date: 5th September, 2025