Asahi Songwon Colors Ltd Directors Report

To the Members of

Asahi Songwon Colors Limited

Your Directors take pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the Audited Financial Statements both Standalone and Consolidated for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Companys standalone and consolidated financial performance for the year ended March 31, 2025 is summarised below: (All amounts are in Rs Lakhs, unless otherwise stated)

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	39,022.47	27,658.43	56,235.84	42,623.53
Other Income	792.79	588.35	404.34	281.37
Total Income	39,815.27	28,182.09	56,640.18	42,904.90
Profit before Depreciation, Finance Cost, Exceptional Item and Tax Expenses	5,237.70	2,208.58	6,021.44	2,107.32
Less: Depreciation	1,017.15	1,032.87	1,877.38	1,622.32
Less: Finance Cost	754.36	666.19	1,646.51	1,254.98
Profit before Tax before Exceptional Item	3,466.19	509.52	2,497.55	(769.98)
Add: Exceptional Items	-	2,561.03	-	2,561.03
Profit before Tax (PBT)	3,466.19	3,070.55	2,497.55	1,791.05
Less: Tax Expenses	917.32	437.76	812.01	227.41
Profit after Tax (PAT)	2,548.87	2,632.79	1,685.54	1,563.64
Attributable to:
Owners of the Company	-	-	1,975.46	2,004.69
Non-Controlling Interest	-	-	(289.92)	(441.05)
Other Comprehensive Income/(Loss)	30.13	55.46	28.80	50.14
Total Comprehensive Income	2,578.99	2,688.25	1,714.34	1,613.78
Attributable to:
Owners of the Company	-	-	2,004.65	2,056.23
Non-Controlling Interest	-	-	(290.31)	(442.45)

 

Opening Balance in Retained Earnings	22,789.97	2,0160.66	20,172.81	18,472.82
Amount available for appropriation	25,368.97	22,848.91	22,177.46	20,231.74
Less: Dividend (including Dividend Distribution Tax) on equity shares	58.94	58.94	58.94	58.94
Closing Balance in Retained Earnings	25,310.03	22,789.97	22,118.52	20,172.80

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS a. Operational Review

During the year under review, the Company delivered a resilient and forward-looking performance across its three principal business verticals: Phthalocyanine Pigments, Azo reflecting improved operating efficiency. Pigments, and Active Pharmaceutical Ingredients (API). This marked a notable shift from the challenges encountered in the previous financial year, with each segment contributing meaningfully to a more balanced and robust business profile.

The Phthalocyanine Pigments—constituting the core of the Companys pigment portfolio recorded a significant improvement in plant utilisation and operational The adverse impact of industry-wide destocking, which had dampened performance in the preceding period, was successfully mitigated. As a result, the business operated at materially higher capacity utilisation levels. This recovery was supported by stabilised demand from key end-use sectors and a disciplined focus on cost control and process optimisation. The Company remains committed to sustaining its market leadership and further consolidating its position in this segment.

The Azo Pigments business demonstrated a steady and consistent recovery over the course of the year. After a period of muted performance, the segment showed clear signs of bottoming out, with quarter-on-quarter improvement in operational metrics. Enhanced capacity utilisation and benefits from ongoing efficiency measures contributed to a more favourable operating environment. Strategic investments in debottlenecking and process optimisation undertaken during the year are expected to deliver sustained benefits, positioning the Azo Pigments business for continued growth and margin improvement going forward.

The API vertical, while relatively nascent within the

Companys overall portfolio, registered an encouraging performance in FY25. The segment progressive ramp-up in operations and the successful execution of backward integration initiatives, leading to enhanced cost competitiveness and profitability. Continued emphasis on product quality, regulatory compliance, and customer engagement has strengthened the Companys presence in the API space.

b. Performance Review On standalone basis

On a standalone basis, the Company recorded revenue from operations of Rs 39,022 lakh for the financial year ended March 31, 2025, representing a healthy growth over Rs 27,658 lakh in the previous year. The Company achieved an EBITDA of Rs 5,238 lakh during the year, with an EBITDA marginof13%, The ProfitAfter Tax (PAT) for the financial year stood at Rs 2,549 lakh, as compared to Rs 2,633 lakh in the previous year. However, the PAT of the previous year included an exceptional item of Rs 2,561.03 lakh. Excluding this exceptional item, the current years performance reflects a significant operational improvement.

.

On consolidated basis

During the year under review, the Company delivered a robust consolidated performance, with revenue from operations reaching Rs 56,236 lakh, representing a notable increase from Rs 42,624 lakh in the previous financial year. This growth reflects improved traction across key business verticals and geographies.

Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA) rose significantly to Rs 6,021 lakh in FY2025, compared to Rs 2,107 lakh in FY2024. The EBITDA margin expanded to 11%, up from 5% in the preceding year, driven by higher operating leverage, improved capacity utilisation, and disciplined cost management. Profit After Tax (PAT) for the year stood atRs 1,686 lakh, registering a modest increase from Rs 1,564 lakh in the previous year, despite elevated depreciation and finance costs associated with recent investments in capacity and integration.

c. Exports

During the year under review, the Companys standalone exports rose significantly to Rs 24,799 lakh, as compared to Rs 15,595 lakh in the previous financial year. This strong growth reflects the Companys sustained efforts to deepen from a its engagement in global markets and enhance its export competitiveness.

The Company remains committed to expanding its international footprint by leveraging its high-quality product portfolio, customer-centric approach, and strong market reputation to tap into emerging opportunities and drive profitable growth across key export destinations.

DIVIDEND

The Board of Directors, at its meeting held on May 08, 2025, has recommended a final dividend of Rs 1.50 per equity share (15% on the face value of Rs 10 each) for the financial year ended March 31, 2025. The payment of the said dividend is subject to the approval of the members at the ensuing 35^th Annual General Meeting ("AGM") of the

Company.

In the previous financial year, the Company had declared and paid a final dividend of Rs 0.50 per equity share (5% on the face value of Rs 10 each). If approved by the shareholders at the AGM, the total outgo on account of the final dividend for financial year 2024 25 would amount toRs 176.80 lakh. In accordance with the provisions of the Income Tax Act, 1961, dividends paid or distributed by the Company are taxable in the hands of the shareholders. The Company shall accordingly deduct tax at source, as applicable, prior to disbursement of the dividend.

The recommended dividend is in line with the Dividend

Distribution Policy of the Company, framed pursuant to Regulation 43A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is annexed to this Report as Annexure "F" and is also available on the Companys website at www.asahisongwon.com.

TRANSFER TO RESERVE

Yours Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended March 31, 2025.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the

Company during the financial year ended March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes or commitments affecting the financial position of the Company between the close of the financial year ended March 31, 2025, and the date of this Report.

SHARE CAPTIAL a. Issue of equity Shares with differential rights

The issued, subscribed, and paid-up equity share capital of the Company as on March 31, 2025, stood at Rs 1,178.73 lakh, comprising 1,17,87,262 equity shares of Rs 10 each. During the year under review, the Company did not issue any equity shares with differential rights as to dividend, voting, or otherwise.

b. Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

c. Issue of employee stock options

During the financial year under review, the Company has not granted any employee stock options under Section 62(1) (b) of the Companies Act, 2013, read with the applicable Rules framed thereunder, or under Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Debentures

During the financial year under review, the Company did not issue any debentures in accordance with the provisions of Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, no debentures were redeemed during the financial year 2024 25.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025, in Form MGT-7, is made available on the Companys website at www.asahisongwon.com, in compliance with the statutory disclosure requirements.

LISTING

As on March 31, 2025, all 1,17,87,262 equity shares of the Company continued to remain listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual Listing Fees to both stock exchanges for the financial year 2025 26.

FINANCIAL STATEMENTS

Pursuant to the applicable provisions of the Companies Act, 2013, and in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) from time to time, the Annual Report for the financial year 2024 25 comprising the Balance Sheet, Statement ofProfitand Loss, accompanying notes and other financial statements (including consolidated financial statements prepared in accordance with Schedule III of the Act), together with the Directors Report, Management Discussion & Analysis, and Corporate Governance Report is being disseminated to all shareholders through permitted modes.

In compliance with Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Report 2024 25 is made available on the Companys website at www. asahisongwon.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company had three subsidiary companies and one associate Company.

Asahi Tennants Color Private Limited ("ATC")

In Asahi Tennants Color Private Limited ("ATC"), the Company holds a majority equity stake of 51%, while the remaining 49% is held by Tennants Textile Colours Limited. Tennants Textile Colours Limited (TTC), headquartered in Belfast, Northern Ireland, is a leading manufacturer of high-performance colour dispersions in the United Kingdom. With a solvent production facility located near Birmingham, TTC offers an extensive portfolio of both water-based and solvent-based dispersions, engineered to meet the stringent requirements of diverse end-use sectors such as textiles, paper, paints and coatings, inks, agriculture, and plastics. The Company maintains a strong international footprint, exporting to over 50 countries from its UK facilities. ATC operates a modern, state-of-the-art manufacturing facility located at Dahej, Bharuch, Gujarat, which is dedicated to the production of Azo pigments. ganisation

Atlas Life Sciences Private Limited

As part of its strategic diversification into the pharmaceutical sector, the Company, on March 26, 2024, acquired a 100% equity stake in Atlas Life Sciences Private Limited, thereby making it a wholly owned undertaking of the Company. Atlas is a reputed manufacturer of Active Pharmaceutical Ingredients (APIs), with a strong focus on product innovation, process optimisation, and regulatory compliance. The Company specialises in therapeutic categories such as anti-convulsants, anti-psychotics, and anti-diabetics. Its key API portfolio includes Pregabalin, R-Compound, Levosulpiride, Amisulpride, Gliclazide, and Phenylephrine.

The manufacturing facility, located at Odhav, Ahmedabad, Gujarat, is equipped with robust infrastructure to cater to both domestic and regulated export markets.

Atlas Life Sciences (India) Private Limited

To further strengthen its pharmaceutical manufacturing capabilities, the Company incorporated Atlas Life Sciences (India) Private Limited on April 28, 2022, as a wholly owned undertaking. The subsidiary was established to focus on the manufacture of Active Pharmaceutical Ingredients and bulk drugs, thereby supporting backward integration and enhancing capacity within the API segment.

The Company has successfully commenced commercial production at its new facility located at Chhatral, Mehsana, Gujarat. The plant is designed for the manufacture of APIs and intermediates and is expected to play a pivotal role in expanding the Companys footprint in the pharmaceutical industry through improved scale, operational efficiency, and market responsiveness.

Plutoeco Enviro Association

Plutoeco Enviro Association is an associate Company of the Company, incorporated on October 27, 2020, as a Section 8 Company under the Companies Act, 2013, with the or objectiveofoperatingasanot-for-profit Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, in Form AOC-1, is appended to the standalone financial statements and forms part of this Annual Report.

The policy on material subsidiaries, as approved by the Board of Directors, is available on the Companys website at www.asahisongwon.com.

During the year under review, no Company other than those mentioned above became or ceased to be a subsidiary, joint venture, or associate of the Company.

FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, and other applicable provisions, the financial highlights of the subsidiary companies and the associate Company of the Company for the financial year ended March 31, 2025, are provided below: (All amounts are in Rs Lakhs, unless otherwise stated)

Particulars	Asahi Tennants Colors Private Limited		Atlas Life Sciences Private (India) Limited		Atlas Life Sciences Private Limited
	2025	2024	2025	2024	2025	2024
Revenue from Operations	7,067.47	5,583.40	4,948.00	445.74	9,315.46	9,382.01
Profit Before Tax	(713.42)	(1,179.77)	(468.60)	(270.64)	210.77	235.17
Profit After Tax	(591.67)	(976.89)	(419.65)	(199.02)	145.38	172.52

ANNUAL ACCOUNTS OF SUBSIDIARY COMPANY

In accordance with the provisions of Section 136 of the Companies Act, 2013, the full financial statements the subsidiary companies comprising the Balance Sheet, Statement of Profit and Loss, and other relevant reports are not annexed to the standalone financial statements of the Company. Instead, in adherence to the statutory framework, the audited financial statements of each subsidiary, along with the related detailed disclosures, shall be made available on the Companys website at www.asahisongwon.com and shall be provided to any shareholder upon request. Further, the audited financial statements of the subsidiary companies shall remain open for inspection by the members at the RegisteredOfficeof the Company and at the respective registeredofficesof the subsidiaries, in accordance with applicable regulatory provisions. The Consolidated Financial Statements of the Company, forming part of this Annual Report, have been prepared in strict compliance with the applicable Indian Accounting Standards (Ind AS) and duly incorporate the audited financial information of all subsidiary undertakings. A summary of the key financial highlights of the subsidiaries, as required under Rule 5 of the Companies (Accounts) Rules, 2014, is provided in Annexure "A", in the prescribed format of Form AOC-1, which forms an integral part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of Regulation 33 and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), read with other applicable provisions, your Directors have the pleasure in presenting the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and present a comprehensive view of the financial position and performance of the Company and its subsidiaries.

FINANCE AND INSURANCE

The Company has availed funded and non-funded credit facilities, encompassing both working capital and term loan requirements from State Bank of India, The Federal Bank Limited, Axis Bank Limied and HDFC Bank Limited. To ensure comprehensive risk coverage, the Companys tangible assets including Plant, Property, Equipment, and Inventories are secured under an Industrial All Risk (IAR) insurance policy. Additionally, the Company maintains risk management through supplementary insurance instruments such as Public Liability Insurance, Marine Transit Coverage, and a Commercial General Liability (CGL) Policy, thereby safeguarding against contingencies arising from operational exposures and third-party claims.

Furthermore, the Company has instituted a Directors and Officers (D&O) Liability Insurance Policy to Directors and Senior Management against legal liabilities and regulatory exposures arising from their governance roles and fiduciary obligations.

CREDIT RATING

During the year under review, CARE Ratings Limited reaffirmed and reviewed the credit ratings assigned to the banking facilities of the Company. The long-term credit facilities have been rated as CARE A; Positive, indicating adequate safety with a stable outlook for obligations with a tenure exceeding one year.

Further, the short-term credit facilities of the Company have been assigned a rating of CARE A1, denoting a strong degree of safety with timely servicing of financial obligations for facilities with a tenure of up to one year.

These ratingsreflectthe Companys sound financial profile, prudent risk management, and consistent operational performance.

PUBLIC DEPOSIT

During the financial year under review, the Company has not accepted or renewed any deposits from the public, as defined under Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there were no outstanding amounts pertaining to principal or interest on such deposits as on March 31, 2025.

BOARD OF DIRECTORS AND ITS COMMITTEES

Composition of the Board of Directors

As on March 31, 2025, the Board of Directors of the Company comprised Eight Directors, including four Executive Directors and four Non-Executive Directors, of whom all are Independent Directors. The composition of the Board is in conformity with the requirements stipulated under Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149 of the Companies Act, 2013.

Change in office of Directors and Key Managerial

Personnel of the Company during the year under review and details of Directors seeking Reappointment at 35^th Annual General Meeting Directors liable to retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Arjun Gokul Jaykrishna and Mr. Mitesh Nandubhai Patel, Directors, are liable to retire by rotation at the ensuing 35^th Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board of Directors recommends their re-appointment for approval of the Members.

Profile of Directors seeking appointment/ re-appointment

In accordance with the stipulations prescribed under Regulation 36(3) of the Securities and Exchange Board of indemnify the India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed particulars pertaining to the Directors proposed to be appointed or re-appointed at the forthcoming 35^th Annual General Meeting have been annexed to the Notice convening the said Meeting.

Independent Directors

Based on the recommendations of the Nomination and Remuneration Committee and pursuant to the approval of the Board of Directors, Mr. Anil Jain (with effect from July 27, 2024), Mr. Sudhin B. Choksey (with effect from August 10, 2024), and Mr. Samvegbhai A. Lalbhai (with effect from September 2, 2024) were appointed as Non-Executive Independent Directors of the Company for a fixed term of five consecutive were subsequently ratified by the Members at the 34^th Annual General Meeting in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. Arvind Goenka, Mr. Rajkumar Sukhdevsinhji, and Dr. Pradeep Jha ceased to hold office August 11, 2024 upon the conclusion of their second consecutive term as Independent Directors, in compliance with the statutory tenure limitations prescribed under the Companies Act, 2013. The Board places on record its deep appreciation for their invaluable contributions, strategic direction, and unwavering commitment during their respective tenures.

Further, Mr. Jayprakash M. Patel, Non-Executive Independent Director, tendered his resignation from the Board with effect from August 10, 2024, owing to preoccupations arising from professional and personal commitments. Similarly, Mr. Munjal M. Jaykrishna, Non-Executive Non-Independent Director, resigned from the Board with effect from December 27, 2024, due to professional exigencies. The Board acknowledges and sincerely appreciates the counsel, expertise, and significant contributions made by them towards the growth and governance of the Company.

Key Managerial Personnel

In consonance with the provisions enshrined under Sections 2(51) and 203 of the Companies Act, 2013, read together with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals were serving as the Key Managerial Personnel ("KMP") of the Company as at March 31, 2025:

Mr. Gokul M. Jaykrishna, Joint Managing Director and Chief Executive Officer

Mr. Pratik Shah,ChiefFinancialOfficer Mr. Saji Varghese Joseph, Company Secretary Mr. Alok Jhawar resigned from the position of Chief Financial Officer and consequently ceased to be a Key Managerial Personnel of the Company with effect from the close of business hours on October 4, 2024.

Subsequently, Mr. Pratik Shah was appointed as the Chief as a Key Financial Officer Managerial Personnel (KMP) with effect from September 10, 2024, pursuant to the provisions of Section 203 of the Companies Act, 2013.

It is further noted that Mr. Gokul M. Jaykrishna, in addition to his responsibilities as the Joint Managing Director and Chief Executive Officer Managing Director & CEO of Asahi Tennants Color Private Limited, a subsidiary undertaking. In consideration of his services rendered to the said subsidiary, he received a remuneration amounting to Rs 84 lakh during the financial year 2024 25. years. Their appointments Similarly, Mr. Arjun G. Jaykrishna, Executive Director of the Company, also holds the office of Managing Director at Atlas Life Sciences Private Limited, another wholly owned subsidiary undertaking. He was remunerated Rs 48 lakh by the said subsidiary during the aforementioned financial year.

Similarly, Mr. Mitesh N. Patel, Executive Director of the Company, also holds the office of Executive Director Tennants Color Private Limited, a subsidiary undertaking. He was remunerated Rs 16.49 lakh by the said subsidiary during the aforementioned financial year.

Women Director

The composition of the Board of Directors of the Company includes two women Directors, namely Mrs. Paru M. Jaykrishna and Mrs. Shivani Revat Lakhia. Mrs. Shivani Revat Lakhia serves as an Independent Director, thereby ensuring compliance with both gender diversity and independence criteria.

This composition is in accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies Qualification of (Appointment and Directors) Rules, 2014, which mandates the appointment of at least one woman director on the Board of prescribed classes of companies.

Furthermore, the Company complies with Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to have at least one independent woman director. The presence of both a woman promoter-director and a woman independent director reflects the Companys strong commitment to governance, diversity, and balanced Board composition.

Policy on Directors appointment and Policy on remuneration

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Company has formulated and adopted a policy outlining the framework for appointment of Directors to the Board, including the criteria for determining qualifications, positive attributes, and the independence of Directors. The policy also delineates the principles governing the remuneration of Directors, Key Managerial Personnel, and other employees of the Company.

The aforementioned policy is available for reference on the Companys website at the following link: https://www. asahisongwon.com.

Particulars of remuneration of Directors/KMP/ Employees

Disclosures relating to remuneration and other pertinent details, as mandated under Section 197(12) of the Companies Act, 2013, read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended hereto as Annexure "D" and form an integral part of this Report.

Criteria for Determining Qualifications,

Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated a comprehensive Nomination, Remuneration and Evaluation Policy, which sets out the criteria for determining the qualifications, positive attributes, and independence of Directors. This is in accordance with the requirements of Section 178(3) of the Companies Act, 2013, and is fully aligned with the provisions of Regulation 19(4) and Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The policy also provides the framework for Board diversity and performance evaluation and is available on the Companys website. It forms an integral part of this Report.

Declaration of independence

The Company has obtained the requisite declarations from its Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, affirming that they of independence as prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board hereby confirms that all such Independent Directors continue to satisfy the prescribed criteria of independence under the Companies Act, 2013 and the aforementioned Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Furthermore, the Company confirms that no pecuniary transactions, other than the payment of sitting fees for Board and Committee meetings, have been undertaken with any of the Independent Directors during the year under review.

Certificate from Practicing Company Secretary

Pursuant to Regulation 34(3) and Schedule V, Part C, Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Shyamsingh Tomar & Associates, Company Secretaries in Practice, Ahmedabad, has certified of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other statutory authority as on March 31, 2025. This certificate to, and forms an integral part of, the Corporate Governance Report included in this Annual Report.

BOARD EFFECTIVENESS

a. Familiarization Programme for the Independent Directors

The Company has implemented a meticulously structured Familiarisation Programme aimed at equipping all Directors, particularly Independent Directors, with a thorough understanding of their statutory duties and obligations as prescribed under the Companies Act, 2013, alongside other pertinent regulatory frameworks. This programme ensures that Directors remain well-informed about the Companys Positive governance framework, their fiduciary roles, rights, and responsibilities, as well as the operational landscape and strategic contours of the industry in which the Company functions.

In accordance with Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Familiarisation Programme includes regular updates on the Companys performance, industry developments, and regulatory changes. Directors are periodically briefed on key aspects of the business such as manufacturing operations, product segments, and strategic initiatives to ensure a deep and practical understanding of the Companys business model, operational environment, and growth trajectory.

A comprehensive exposition of the Familiarisation fulfill the criteria Programme is encapsulated within the Corporate Governance Report, annexed to this Annual Report.

b. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) and (4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors, at their meeting held on July 27, 2024, undertook a comprehensive evaluation of the performance of the Non-Independent Directors and the Chairperson of the Company. This evaluation was conducted after duly considering the perspectives of the Executive and Non-Executive Directors. Furthermore, the Board collectively assessed the quality, adequacy, and timeliness of the flow of information between the Companys Management and the Board. Concurrently, the Nomination and Remuneration Committee also undertook the evaluation of the performance of each Director.

The individual Directors were assessed against a range of parameters, including their active participation in Board and Committee meetings, substantive contribution to strategic deliberations, identification and suggestion of risk mitigation measures, establishment of internal controls, adherence to governance standards, leadership qualities, talent development initiatives, and engagement with external stakeholders. The evaluation of the various is annexed Sub-committees was based upon criteria such as their composition, efficacy in fulfilling the the periodicity and relevance of their recommendations to the Board.

Based on the assessments conducted by the Independent

DirectorsandtheNominationandRemunerationCommittee, supplemented by individual and collective feedback from the Non-Independent Directors, the Board completed its Annual Performance Evaluation of the Directors individually, as well as an appraisal of the Boards collective functioning and that of its Committees. The methodology and criteria employed in this evaluation process are elaborated in the Corporate Governance Report annexed hereto. Independent Directors are routinely apprised of prevailing industry and market trends, operational and process performance of the Companys manufacturing facilities through detailed presentations and periodic plant visits. Additionally, they receive periodic updates on the evolving landscape of Corporate Governance, their fiduciary duties, and relevant statutory and regulatory developments. During the course of the Independent Directors meeting held in the year, a specific evaluation of the Chairpersons performance was undertaken, considering aspects such as providing strategic guidance to the Board and safeguarding its independence. Similarly, the performance of the Non-Independent Directors was reviewed with regard to their contribution towards the Companys growth, strategic initiatives, and effectiveness in Board deliberations.

DIVERSITY OF THE BOARD

The Company acknowledges and embraces the strategic importance of promoting diversity on its Board of Directors. It recognises that a diverse Board comprising individuals with varied skills, backgrounds, experiences, and perspectives is essential for driving innovation, enhancing governance, and maintaining a sustained competitive advantage in the dynamic sectors in which the Company operates. The Company has adopted a Board Diversity Policy, which outlines its approach to ensuring an appropriate mix of executive, non-executive, independent, and women directors on the Board. This Policy is formulated in accordance with Regulation 19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in context of the role of the Nomination and Remuneration Committee in determining diversity criteria.

The Board Diversity Policy is available on the Companys website at www.asahisongwon.com.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors, to the best of their knowledge and belief, hereby confirm that:

i) In the preparation of the annual financial statements for the financial year ended March 31, 2025, the Company has adhered to the applicable accounting standards, providing detailed explanations for any material departures, if applicable;

ii) The Directors have selected and consistently applied appropriate accounting policies, and have exercised judicious and prudent judgement and estimates to present a true and fair view of the state of affairs of the Company as at the close of the financial year, and of its profit and loss for the period under review;

iii) Adequate and proper care has been taken in maintaining sufficientaccounting records as mandated by the Companies Act, 2013, ensuring the safeguarding of the Companys assets and the prevention and detection of fraud and other irregularities;

iv) The annual financial statements have been prepared on a going concern basis;

v) The Company has established robust internal financial controls, which have been appropriately designed, implemented, and found to be operating effectively during the year under review; and vi) Effective systems have been devised and maintained to ensure compliance with all applicable laws, which have been regularly monitored and found to be adequate and functioning

Number of Meetings of the Board of Directors

The Board of Directors convenes at regular intervals to deliberate on and approve key matters including financial results, business strategies, policy decisions, and other operational and compliance-related issues. A tentative annual calendar of Board and Committee meetings is circulated in advance to ensure meaningful participation by all Directors.

During the financial year under review, six Board meetings were held, in addition to meetings of various Board Committees. The gap between any two consecutive meetings did not exceed 120 days, thereby ensuring compliance with the provisions of Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Detailed disclosures regarding the dates of meetings and attendance of Directors are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

In line with technological facilitation and regulatory allowances under Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides its Directors with the option to attend Board and Committee meetings through video conferencing and other audiovisual means.

Further, in compliance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on July 27, 2024. The Independent Directors, without the presence of Non-Independent Directors or members of management, reviewed matters as specified in Clause VII(3) of Schedule IV, including the performance of the Chairperson, Non-Independent Directors, the Board as a whole, and the flow of information to the Board. All Independent Directors were present at this meeting.

STATUTORY COMMITTEES OF THE BOARD

The Company has constituted five in accordance with applicable laws and regulations. These Committees are:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Corporate Social Responsibility Committee 4. Stakeholders Relationship Committee 5. Risk Management Committee

Audit Committee

The Audit Committee comprises three Directors, two of them are Independent Directors. Mr. Anil Jain is the Chairman of the Committee. The composition of the Audit Committee complies with the requirements of Section 177 of the Companies Act, 2013, and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary acts as the Secretary to the Committee. The Joint Managing Director & CEO, Chief Financial Officer, and Auditors are permanent invitees to the meetings of the

Committee.

The terms of reference of the Audit Committee, details of the meetings held including dates and attendance, and the remuneration paid to its members are provided separately in the Corporate Governance Report attached to this Annual Report. The Company has instituted a comprehensive Internal Audit system commensurate with its size and operations. During the year under review, the Board accepted all recommendations made by the Audit

Committee.

Further information regarding the Audit Committee is included in the Corporate Governance section of this Annual Report.

Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Committee is chaired by Mrs. Paru M. Jaykrishna, Chairperson and Managing Director of the Company. The other members of the Committee are Mr. Anil Jain and Mrs. Shivani Lakhia, both Independent Directors.

The Company has adopted a comprehensive CSR Policy, which is accessible on the Companys website. The CSR Committee submits details of the activities proposed to be undertaken during the year to the Board for its consideration and approval. A detailed report on CSR activities is annexed hereto as Annexure "G", forming part of this Report.

Nomination and Remuneration Committee

The constitution and terms of reference of the Nomination and Remuneration Committee of the Company are in full compliance with Section 178 of the Companies Act, 2013, as well as Regulation 19 and Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, Board-levelCommittees 2025, the Nomination and Remuneration Committee comprises three Non-Executive Independent Directors: Mrs. Shivani Lakhia, who serves as Chairperson, alongside Mr. Anil Jain and Mr. Samveg Lalbhai as members. Further details concerning the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is vested with the critical mandate of overseeing all matters pertaining to the transfer of securities and the expeditious resolution of grievances lodged by shareholders, investors, and other security holders. The constitution and terms of reference of the Committee are duly framed in strict compliance with Section 178(5) of the Companies Act, 2013, and Regulation 20 read with Part D of Schedule VI of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Risk Management Committee

In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted a Risk Management Committee. A robust Risk Management Policy has been formulated, delineating the Committees mandate, roles, and responsibilities, ensuring comprehensive oversight and proactive mitigation of risks in strict adherence to the prescribed regulatory framework.

AUDITORS RELATED MATTERS a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the applicable rules framed thereunder, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), M/s. Talati & Talati LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 110758W/W100377), were appointed as the Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting, to be held in the calendar year 2027. The Statutory Auditors have audited the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, and have issued their report thereon. The Audit Report, as submitted by M/s. Talati & Talati LLP, is free from any qualification, reservation, or adverse remark, and is annexed to the Annual Report, forming an integral part thereof.

The observations made in the Auditors Report are self-explanatory and do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013. Further, the Company has received a declaration from the Statutory Auditors confirming that their appointment is in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013. They have affirmed that they meet the criteria of independence as prescribed under the Companies Act, 2013, the rules framed thereunder, as well as Regulation 33(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the Auditors have confirmedthat they have undergone the peer review process conducted by the Institute of Chartered Accountants of India (ICAI) and hold a valid Peer Review Certificate issued . by the Peer Review Board of the ICAI.

b. Cost Auditors

During the financial year under review, the requirement for conducting a cost audit was not applicable to the Company.

c. Secretarial Auditors

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Shyamsingh Tomar & Associates, Company Secretaries, Ahmedabad, to conduct the Secretarial Audit of the Company for the Financial Year 2024 2025 (April 1, 2024 to March 31, 2025). The Secretarial Audit Report for the Financial Year 2024 2025, issued in the prescribed Form MR-3, is annexed to this Report as Annexure "H" and forms an integral part of this Annual Report.

The Secretarial Audit Report contains certain observations which, in the opinion of the Board, do not have any material impact on the financial position or operational performance of the Company. During the year under review, the Company was levied penalties by the National Stock Exchange of India Limited and BSE Limited under Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to non-compliance for the quarters ended September 30, 2024, and December 31, 2024. The penalties, as invoiced by the National Stock Exchange and BSE Limited, have been duly paid by the Company.

Further, in accordance with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules thereunder, a listed Company is required to appoint a Secretarial Auditor.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 8, 2025, approved the proposal to appoint SPANJ & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a period of five consecutive financial years, from Financial Year 2025 26 to Financial Year 2029 30, subject to the approval of the members at the ensuing Annual General Meeting.

SPANJ & Associates have consented to the appointment and confirmed their eligibility in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Internal Auditors

M/s. Fenil P. Shah & Associates, Chartered Accountants, Ahmedabad, were appointed as the Internal Auditors for Financial Year 2024 25 by the Board, based on the Audit Committees recommendation. They conduct quarterly reviews of the Companys internal controls and submit their findings to the Audit Committee. The internal audit scope is approved by the Committee and focuses on key operational and financial areas, supporting asset protection, regulatory compliance,andprocess

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statutory Auditors and Secretarial Auditors of the Company have confirmed that, during the year under review, no instances of fraud by or against the Company involving its officers Committee, which would otherwise require disclosure in the Boards Report.

POLICY MATTERS

Nomination, Remuneration and Evaluation Policy

In accordance with the provisions of Section 178(3) and Section 178(4) of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration

Committee has framed and recommended a comprehensive Nomination, Remuneration and Evaluation Policy, duly adopted by the Board. The Policy sets out the criteria for determining qualifications, competencies, positive attributes, and independence of Directors (Executive and Non-Executive) and outlines the framework for remuneration of Directors, Key Managerial Personnel (KMPs), and other senior employees. The Policy ensures an objective and transparent process aligned with the Companys long-term interests and statutory obligations.

The said Policy forms part of this Boards Report and is annexed hereto as Annexure "D".

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism through a duly formulated.

The policy enables Directors and Employees to report genuine concerns regarding unethical conduct, suspected fraud, or violation of the Companys Code of Conduct, in a secure and confidential manner. It provides for direct access to the Chairperson of the Audit Committee and ensures that whistle-blowers are protected against any form of retaliation or victimization.

The policy has been widely disseminated across the organization, including its various units and locations, and is also accessible on the Companys website at: http:// www.asahisongwon.com/pdf/Policy%20of%20Whistle%20 Blower%20Policy.pdf.

Corporate Social Responsibility Policy

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Corporate Social Responsibility Committee and adopted a detailed CSR Policy.

The CSR Policy outlines the Companys commitment to contribute towards sustainable development and social welfare, and it specifies the focus areas, implementation strategy, and governance framework for CSR activities. The policy is available on the Companys website at: http:// www.asahisongwon.com/pdf/Policy%20on%20CSR.pdf. The Companys CSR initiatives during the financial year focused on key areas such as Healthcare and Education, Infrastructure Development, Sustainable Livelihood, and Social Empowerment & Welfare. A comprehensive report on CSR activities undertaken during the year is appended to this Report as Annexure "G".

Risk Management Policy

In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Risk Management Committee Charter adopted by the Board of Directors, the Company has formulated a comprehensive Enterprise Risk Management Policy.

This policy provides a structured, consistent, and continuous approach across the organization for the identification, assessment, mitigation, and reporting of key risks and opportunities that may impede or enhance the achievement of the Companys strategic objectives.

During the year, the Company strengthened its risk governance structure by enhancing the Enterprise Risk Management (ERM) Charter and Policy, institutionalizing a formalized framework encompassing Risk Evaluation, Mitigation Planning, Governance, and Reporting mechanisms.

For a detailed overview of the risk framework and key risk outcomes, stakeholders are requested to refer to the Enterprise RiskManagementsectionintheManagement Discussion and Analysis Report. ^{years, in accordance with the provisions of}

Dividend Policy

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a comprehensive Dividend Distribution Policy that outlines the Companys philosophy and guiding principles for the declaration of dividends.

The Policy delineates the key internal and external parameters considered by the Board, indicative payout ranges, the periodicity of dividend declaration, and exceptional circumstances under which dividend distribution may be varied or suspended.

The Policy is appended as Annexure "F" to this Report and is also accessible on the Companys website at: http://www. asahisongwon.com/pdf/Dividend-Policy.pdf.

CASH FLOW STATEMENT

In compliance with Regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with Indian Accounting Standard (Ind AS) 7 Statement of Cash Flows, the Company has prepared and appended the Cash Flow Statement as part of the standalone and consolidated financial statements for the financial year ended March 31, 2025.

EXPORT HOUSE STATUS

The Company continues to hold the prestigious status of a "Two Star Export House", granted by the Office of the Development Commissioner, Kandla Special Economic Zone, Gandhidham, Kutch, under the provisions of the Foreign Trade Policy 2015 2020. This recognition remains valid until December 31, 2030.

RESEARCH AND DEVELOPMENT (R&D)

The Company operates a dedicated Research and Development Centre. The R&D function remains focused on continual improvement in product quality, cost optimization, innovation in product development, and sustainable environmental practices.

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

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

ANY REVISION MADE IN FINANCIAL STATEMENTS OR BOARDS REPORT

During the year under review, the Company has not undertaken any revision of its Financial Statements or the Boards Report in respect of any of the three preceding financial 131 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, have been appropriately disclosed in the financial statements forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis, and thus fall within the purview of the exemptions provided under Section 188(1) of the Companies Act, 2013.

No contracts or arrangements with related parties were entered into which could be considered material in nature or that may have a potential conflict with the interests of the Company.

A statement summarizing all related party transactions, including their nature, value, and terms, is presented to the Audit Committee on a quarterly basis, in compliance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As all related party transactions were conducted on an arms length basis and in the ordinary course of business, the disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

Further, the Company has adopted a Policy on Materiality of Related Party Transactions and on dealing with related party transactions, as mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Companys website at www.asahisongwon. com. All related party transactions undertaken by the Company during the financial year were in the ordinary course of business and on an arms length basis, thereby falling within the exemptions under Section 188(1) of the Companies Act, 2013.

No transactions entered into with related parties were material in nature or posed any potential conflict with the interests of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Management Discussion and

Analysis Report, delineating the Companys operational and financial performance, strategic initiatives, risk management framework, industry trends, and forward-looking outlook, forms an integral component of this Annual Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a strong corporate governance framework. The Corporate Governance Report, attached as Annexure "J", provides details on the Companys governance structure, including the composition and functioning of the Board and its

Committees—namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.

The Report encapsulates disclosures on the frequency and conduct of Board and Committee meetings, roles and responsibilities, independence of directors, and key oversight functions undertaken during the financial year. A certificate affirming compliance with the corporate governance stipulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by M/s. Shyamsingh Tomar & Associates, Practising Company Secretaries, Ahmedabad, is annexed and forms part of this Report.

Further, pursuant to Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance certificate jointly executed by the Joint Managing Director & CEO and the Chief Financial Officer, certifying the integrity of financial statements, adequacy of internal controls, and adherence to applicable accounting standards, is appended hereto.

CODE OF CONDUCT

In accordance with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Company has formulated and implemented a Code of Conduct applicable to its Board of Directors and Senior Management Personnel. The Code underscores the principles of ethical business conduct, regulatory compliance, integrity, accountability, and commitment to the Companys stakeholders.

All members of the Board and the Senior Management have provided annual declarations of compliance with the Code as on March 31, 2025. A declaration to this effect, signed by the Managing Director, is incorporated in the Corporate Governance Report. The Code is publicly available on the Companys website at: www.asahisongwon.com.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In accordance with Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The objective of this Code is to ensure timely, accurate, and transparent disclosure of material information in a non-discriminatory manner. It aims to maintain the confidentiality of UPSI, promote uniform dissemination, and ensure that all stakeholders have equal access to such information, thereby upholding market integrity and investor confidence.

The said Code is hosted on the Companys website reflecting its and can be accessed at the following link: https://www. asahisongwon.com/pdf/Asahi%20Songwon%20Colors%20 Code%20of%20Practices%20and%20Procedure%20 for%20Fair%20Disclosure%20of%20Unpublished%20 Price%20Sensitive%20Information.pdf.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons, as mandated under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code establishes comprehensive procedures for pre-clearance, restricted trading periods, disclosures of holdings and trades, and reporting obligations, aimed at mitigating the risk of misuse of UPSI by insiders.

All designated persons are bound by the Code and are subject to disciplinary action for non-compliance. The Code is accessible on the Companys website at: www. asahisongwon.com.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given as per Annexure "C" hereto forming part of this Report.

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

The Company has established a robust internal financial control framework, commensurate with the size, nature, and complexity of its operations. This framework comprises policies, procedures, authorization matrices, clearlydefined and segregation of duties to ensure efficient operations, safeguard assets, prevent and detect frauds and errors, and ensure the integrity of financial reporting.

The effectiveness of these controls is periodically reviewed by the management and is further evaluated through regular internal audits conducted by an independent Chartered

Accountant. The Audit Committee reviews internal audit findings, statutory audit observations, and recommends necessary corrective actions for continuous improvement. A detailed commentary on the adequacy of internal financial controls with reference to the financial statements is also provided under the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

CERTIFICATIONS

The Companys manufacturing facility at Vadodara is certified under ISO 9001:2015 for Quality Management Systems and ISO 14001:2015 for Environmental Management Systems, commitment to globally recognised standards in quality and environmental sustainability.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PRHIBITION & REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, and Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a comprehensive policy on the prevention of sexual harassment at the workplace. The policy outlines a structured framework for prevention, prohibition, and redressal of sexual harassment and aims to ensure a safe, secure, and dignified working environment for all employees, with special emphasis on the well-being of women employees.

The policy is applicable to all women employees whether permanent, temporary, contractual, or trainees and has been communicated widely across the organisation, including prominent display on notice boards at all operating sites.

During the financial year under review, the Company did not receive any complaints relating to sexual harassment at the workplace.

ENVIRONMENT, HEALTH AND SAFETY

The Company upholds its commitment to environmental protection and occupational safety through robust compliance with applicable laws including the Water Act, Air Act, Environment Protection Act, and Factories Act. Its EHS practices are periodically reviewed and enhanced. A modern effluent treatment plant ensures that wastewater discharge remains within GPCB norms. Treated water is reused wherever feasible, and solid waste is disposed of at approved sites. The Company has developed a greenbelt and undertaken various sustainability initiatives, reinforcing its commitment to a clean, safe, and responsible working environment.

PARTICULAURS OF EMPLOYEES AND RELATED DISCLOUSRES

Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures relating to the remuneration of Directors and Key Managerial Personnel are annexed as Annexure "E", forming an integral part of this Boards Report.

REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, the Registrar and Share Transfer Agent ("RTA") of the Company changed its name from Link Intime India Private Limited to MUFG Intime India Private Limited. The address, contact details, and scope of services rendered by the RTA remain unchanged.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report not applicable to the Company for the financial year ended March 31, 2025.

INDUSTRIAL RELATIONS

During the year under review, the Company sustained an environment of constructive and harmonious industrial relations across all operational tiers. The unwavering commitment, professionalism, and diligence of the workforce significantly contributed to reinforcing the Companys competitive positioning and operational resilience.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013, and in accordance with Regulation 17(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors affirms applicable Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India, relating to the conduct of Meetings of the Board of Directors and General Meetings, respectively, during the financial year under review.

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

In accordance with the disclosure requirements under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, it is confirmed that no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate Affairs and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company continues to send shareholder communications, including the Annual

Report and Notices, electronically to shareholders with registered email addresses, thereby promoting sustainability and reducing environmental impact.

APPRECIATIONANDACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation for the continued support and cooperation extended by the Government of India, the Government of Gujarat, regulatory authorities, electricity distribution companies, and the Companys bankers. Their valuable assistance has been instrumental in enabling the Company to pursue its strategic objectives.

The Directors also place on record their deep appreciation for the unwavering commitment, diligence, and thattheCompany hascompliedwith the professionalism demonstrated by the employees at all levels. Their dedication and contribution have played a vital role in sustaining the Companys performance and driving operational excellence.

The Board is also grateful to the shareholders for their enduring trust, confidence, and encouragement, which continue to inspire the Companys pursuit of long-term value creation.

	For and on behalf of the Board of Directors
Place: Ahmedabad	Paru M. Jaykrishna
Date: May 08, 2025	Chairperson & Mg. Director
	DIN: 00671721
Registered Office:
"Asahi House"
20, Times Corporate Park
Thaltej Shilaj Road
Thaltej, Ahmedabad 380 059 (India)
CIN:L24222GJ1990PLC014789