ANS Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 32nd Annual Report of your Company together with Annual Audited Financial Statements and Auditors Report for the year ended 31st March, 2026.

FINANCIAL PERFORMANCE OF THE COMPANY

During the year under review, performance of the company as under:-

(Rs.in Lacs)

PARTICULARS	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Total Income	3.57	77.65
Total Expenditure before Depreciation	44.31	275.53
Profit/(Loss) before Depreciation & Tax	40.74	197.89
Depreciation	23.99	28.83
Exceptional Items	0	3.34
Tax (deferred Tax)	292.66	3.13
Net Profit/(Loss) for the year after Dep, Exceptional Item & Tax	227.94	(220.26)

STATE OF AFFAIRS OF THE COMPANY

Your Company has made net profit of Rs. 227.94 Lacs during the year 2025-26 as compared to the net loss of Rs. 220.26 Lacs during the previous year, which is due to reversal of accumulated deferred tax during the year. Directors are making sincere efforts to increase the profit of the Company.

The company is not carrying any business and plant of Company is not running during the under review. Further the Board of your company is also looking for other available options which are in the best interest of the company. The Board of the Company may also diversify the business of the Company which is in the best interest of the company & stakeholders.

DIVIDEND

The Board of Directors has decided not to recommend any amount of dividend with a view to conserve resources.

TRANSFER TO RESERVES

The Board of Directors of the Company has decided not to propose any amount to carry any reserves in the Balance Sheet.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN SHARE CAPITAL

The Authorised Share capital of the Company is Rs. 15,00,00,000/- (Rs. Fifteen Crores) divided into 1,25,00,000 (One Crore Twenty-Five Lacs) Equity Shares of Rs. 10/- each and 2,50,000 (Two Lacs Fifty Thousand) preference shares of Rs. 100/- each. The Paid-up Share Capital of the Company is Rs.

9,25,56,000 (Rupees Nine Crore Twenty-Five Lacs Fifty-Six Thousand) divided in 92,55,600 Equity Shares of Rs, 10/- each.

There is no change in the share capital of the company during the year under review.

SIGNIFICANT AND MATERIAL ORDER

There are no significant and material order passed by regulators or courts or tribunals impacting the going concern status and companys operations in future. However Information u/s. 206 (1) of the Companies Act, 2013 for inquiry into the matter of Company call by ROC NCT of Delhi and Haryana, and Company filed proper reply before ROC.

MATERIAL CHANGES AND COMMITMENTS

There was no material change and commitment affecting the financial position of the company in the financial year ended 31st March, 2026 to which the financial statement relates and the date of the report.

BOARD MEETINGS

During the year under review 4 (four) Board Meeting were held the details of which is furnished in "Corporate Governance Report" forming part of this Annual Report. The maximum gap between any two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

COMMITTEE MEETINGS

The Board has duly constituted the Audit Committee and other Committees which are mandatory for your company. Details of which is furnished in "Corporate Governance Report" forming part of this Annual Report.

POSTAL BALLOT

During the year no business was transected through Postal Ballot.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of Business of the Company.

ADOPTION OF IND AS

The Company had already adopted Ind As.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149 (7) of the companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing obligations & Disclosures Requirements) Regulations, 2015. During the year one meeting of Independent Directors was held as Schedule IV of the Companies Act, 2013 under the chairmanship of Independent Director. As required under Schedule IV of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing obligations & Disclosures Requirements) Regulations, 2015 the company regularly familiarize its Independent Director with their role, rights, responsibilities, etc.

APPOINTMENT, REAPPOINTMENT OF DIRECTORS & KMP

During the Year under review, as on 31st March, 2026, your Company had Five (5) Directors, which include One (1) Executive Director, Two (2) Non-Executive Director, One (1) Non-Executive - Independent Woman Director and One (1) Non-Executive - Independent Directors.

During the Financial Year under review, on the recommendation of Nomination and Remuneration Committee, Mrs. Sapna Garg (DIN:11198313) has been appointment as Directors (Non-Executive Independent) of the Company and Mr. Amit Kumar Jha (DIN:00501946) has been appointed as Director

(Non-Executive Non-Independent) w.e.f. 12.08.2025.

During the Financial Year under Review, Ms. Shatakshi Vashistha, Independent Directors of the Company has been resigned from the Company w.e.f. 12.08.2025.

Mr. Dhruv Sharma (DIN:07844050) who retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. As per Regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulations, 2015 the particulars of reappointments of Mr. Dhruv Sharma are given in the notice of Annual General Meeting.

As on 31.03.2026 Mr. Mehinder Sharma, Managing Director Mr. Sudhir Kumar Jha, CFO and Mr. Umesh Kumar, Company Secretary are the KMP as per the provisions of Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY a policy on Directors Appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the companies Act, 2013 is annexed herewith ANNEXURE-I and forming part of this Report.

EVALUATION OF BOARD

Evaluation of all Board members is done annually. The evaluation is done by board, Nomination and Remuneration committee and Independent Directors with specific focus on performance and effective functioning of board and individual directors. Criteria for evaluation of board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of board meetings held. Individual directors can be evaluated on the basis of their ability to contribute good governance practices, to address top management issues, long term strategic planning, individually time spent, attendance & membership in other committees, core competencies and obligation fiduciary responsibilities, etc.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 ending on March 31, 2026 and profit and loss of the company for that period;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors had laid down internal financial controls for the company which are adequate and are operating effectively;

6. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, guarantees & investments under section 186 of the Companies Act, 2013 have been disclosed in the Balance Sheet.

AUDIT COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The Details of the all these Committees are given in Report on Corporate Governance as annexed as ANNEXURE-V and forming part of this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the draft annual return in e-form MGT-7 for financial year 2025-26 has been uploaded on Companys website https://ansfoods.com/ar/ Members may also note that the annual return being uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs (MCA).

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

No Company has become or ceased to be its subsidiary, joint ventures or associate Company during the year 2025-26.

LISTING OF SECURITIES OF THE COMPANY

The Shares of the Company is listed with Bombay Stock Exchange and Annual Listing fee of Bombay Stock Exchange has been paid.

CORPORATE SOCIAL RESPONSIBILITY

Provisions relating to Corporate Social Responsibility under Section 135 is not applicable to the company. FINANCIAL INFORMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

The company has no subsidiary, joint ventures or associate Company so this disclosure is not applicable. REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

In accordance with the requirement of 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, your directors furnish hereunder the additional information as required:

A. CONSERVATION OF ENERGY

Company is depend on State Electricity Board for Power Supply.

B. TECHNOLOGY ABSORPTION

The Company is making efforts to absorb latest technology in the plant. Your Company has not undertaken any research & development activity.

C. FOREIGN EXCHANGE EARNING & OUTGO

During the year there is no earning and outgo of foreign exchange.

PARTICULARS OF DISCLOSURE OF REMUNERATION OF DIRECTOR AND EMPLOYEE

As required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the ratio of remuneration of each director to the median employees remuneration and other details are annexed as ANNEXURE-II and forming part of this Report.

Your company is not paying any remuneration to its Managing Director or other Directors.

There is no employee drawing Remuneration of Rs. one crore and two lakh rupees or more in a financial year or drawing a remuneration of Rs. eight lakh and fifty thousand rupees per month and no employees hold more than 2% equity shares of the Company along with himself or spouse and dependent children as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS

All the related party transactions (if any) are entered on arms length basis and in the ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant act and SEBI (Listing Obligation and disclosures Requirements) Regulations, 2015. There was no related party transactions which may have potential conflict with the interest of the company. During the year Company has not entered into any Related Party Transaction.

RISK MANAGEMENT POLICY

Although it is not mandatory, but the company has developed and adopted a risk management policy as a measure of good governance The Details of its Committee are given the Corporate Governance Report. The Policy identifies all perceived risks which might impact the operations of the company. The company is taking appropriate measure to achieve proper balance between risks and rewards.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

As required under Regulation 22 of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 read with Section 177(9) of the Companies Act, 2013 & Rules made there under, the company has established a Vigil Mechanism for their Directors and Employees to report their genuine concerns or /grievances.

The mechanism also provides for adequate safeguard against victimization of Employees and directs persons who avail of the mechanism and make provisions for direct access to the Managing Director.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and analysis as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is annexed as ANNEXURE-III

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment of women at its workplace and adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of sexual harassment was received & pending during the year.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operation, the scope and authority of the internal audit function is well defined in the organization.

To maintain its objectivity and independence, Internal Audit function is laid before the Audit committee of the Board.

Based on the report of the Internal Audit & Audit Committee observation, corrective actions are undertaken by the respective department and thereby strengthen the controls.

STATUTORY AUDITORS

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s DMARKS & Associates, Chartered Accountants, New Delhi (Firm Regn. No.- 06413N) were appointed as Statutory Auditor of the Company, in the 28th Annual General Meeting of the Company for a period of five (5) years who will hold office until the conclusion of 33rd Annual General Meeting.

SECRETERIAL AUDITOR

M/s. Anuj Gupta & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years with from 2025-26 to 2029-30 with requisite approval of the shareholders obtained at the 31st Annual General Meeting of the Company held on 29th day of September, 2025. The Secretarial Audit Report submitted by them for FY 2025-26 in the prescribed Form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A (1) of the Listing Regulations is annexed as ANNEXURE-IV and forming part of this report.

INTERNAL AUDITOR

Pursuant to the provisions of the Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014, the company has appointed M/s. Rajesh Umashankar & Co (Chartered Accountants) as Internal Auditor of the Company.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular No. CIR/CFD/CMDI/27/2019 dated 8th February, 2019 your company has submitted the Secretarial Compliances Report Not applying on the Company.

QUALIFICATION, RESERVATION AND ADVERSE REMARK

Auditors Report on Annual Accounts & Secretarial Audit Report of the company are self-explanatory and do not contain any reservation, qualification & adverse remark or disclaimer made by Statutory Auditor and Secretarial Auditor so no comment or explanation is required by Board.

MAINTENANCE OF COST RECORDS

Your company is not required to maintain cost audit records as specified by the Central Government.

DISCLOSURE OF COMPLIANCES WITH SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards as issued by the Institute of Company Secretaries of India have been complied with.

INDUSTRIAL RELATIONS

During the period the relations with all employees of the company were cordial and congenial atmosphere prevailed your directors appreciate the devoted services rendered by the employees of the Company.

REPORT ON CORPORATE GOVERNANCE

In term of requirements of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance together with Auditors Certificate regarding compliances of the conditions of Corporate Governance are annexed as ANNEXURE V and forming part of this report.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961.

The company has complied with the provisions under the Maternity Benefit Act, 1961 and rules made thereunder. The Company continues support to all eligible employees with maternity benefits in line with the statutory requirements. During the year under review, no application received & pending under the Maternity Benefit Act, 1961.

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 REASONS THEREOF.

During the year under review, there is no instance of Onetime Settlement with any Banks or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made and no proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

ACKNOWLEDGEMENT

Your Directors wish to convey their thankful appreciation for the constant and enthusiastic support of the Companys Customers, Shareholders, Suppliers, Bankers and the State & Central Governments without which the Company would not have been able to accomplish whatever it has actually attained.

Your Directors also take this opportunity to express their appreciation of the earnest efforts put in by the employees at all levels in achieving the corporate objectives.

Date: 14.08.2026

Place: New Delhi

Sd/- (Amit Kumar Jha)

Managing Director

Diner: 00036252

Diner: 07844050