Ashapura Intimates Fashion Ltd Directors Report

To,

The Members

ASHAPURA INTIMATES FASHION LIMITED,

CIN: L17299MH2006PLC163133 Mumbai, Maharashtra

The Directors present the Annual report on the business and operations of your Company for the year 2025-26.

Particulars	2025-26	2024-25
Gross Income	2.31	19.15
Less: Expenditure	52.50	538.46
Profit/(Loss) before Depreciation	(50.19)	(519.31)
Less: Depreciation	34.37	47.88
Net Profit /(Loss) before Tax and Exceptional Items	(84.56)	(567.20)
Exceptional Items	89.43	(830.07)
Net Profit /(Loss) before Tax and extra ordinary items	4.87	262.86
Less: Extra Ordinary Items	-	-
Net Profit (Loss) before Tax	4.87	262.86
Less: Provisions of Tax	-	-
Deferred Tax	-	-
Income Tax	-	-
Net Profit /(Loss) after tax	4.87	262.86
Other Comprehensive Income	-	-
Balance of Profit/(Loss)	4.87	262.86

For the year ended 31^st March 2026, your Company has reported total revenue and net profit after taxation of Rs. 4.87 (in Lakhs) and Rs. 262.86/- (in Lakhs) respectively. Last year total revenue was Rs. 2.31 (in Lakhs) and Rs. 19.15 (in Lakhs).

PROCEEDINGS OF LIQUIDATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 fIBC) READ WITH THE INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (LIQUIDATION PROCESS) REGULATIONS. 2016

The Company has been acquired as a going concern pursuant to the order of the Honble National Company Law Tribunal ("NCLT") dated June 03, 2025. In terms of Paragraph 3 of the said order, the Company is required to proceed with the reduction/cancellation of the existing share capital held by the erstwhile promoters and other public shareholders and thereafter issue and allot fresh equity shares in accordance with the directions contained in the said order. Accordingly, the existing shareholding of the erstwhile promoters and public shareholders is proposed to be reduced/cancelled, and fresh equity shares shall be issued and allotted to the eligible persons in accordance with the terms and conditions approved and/or directed by the Honble NCLT.

Further, pursuant to the order of the Honble NCLT dated June 03, 2025, the liquidation proceedings of the Company stand closed, and Mr. Bhavesh Rathod, Liquidator of the Company, has been discharged from his duties, responsibilities and obligations as the Liquidator of the Company.

The Company will take all necessary steps and make requisite applications, filings and submissions with BSE Limited, National Stock Exchange of India Limited ("NSE") and such other regulatory, statutory, governmental and other authorities, as may be applicable, for giving effect to and implementing the directions contained in the aforesaid order of the Honble NCLT, including the reduction/cancellation of existing share capital, issuance and allotment of fresh equity shares, and consequential corporate actions and approvals, in accordance with applicable laws, regulations and the directions of the Honble NCLT.

NATURE OF BUSINESS:

There are no changes in nature of Business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis is set out in the Annual Report marked as "Annexure I".

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

RESERVES:

During the year under review, the Company incurred a loss, which has been adjusted against the available reserves of the Company. Accordingly, no amount has been transferred to the Reserve Fund for the year.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

DEPOSIT

The Company has not accepted any deposits to which provisions of Section 73 and 76 of the Companies Act, 2013 and Rules made there under. There were no unclaimed or unpaid deposits as on 31st March 2026.

EXTRACT OF THE ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2025-26, will be available on the Companys website at www.ashapuraintimates.in.

SHARE CAPITAL & AUTHORISED SHARE CAPITAL:

The Authorized Share Capital as on March 31^st, 2026, was Rs. 39,00,00,000/- The paid-up Equity Share Capital as on March 31^st, 2026, was Rs. 25,21,14,000/-

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

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

D) Bonus Shares

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

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

The Company has been acquired as a going concern pursuant to the order of the Honble National Company Law Tribunal ("NCLT") dated June 03, 2025. In terms of Paragraph 3 of the said order, the Company is required to proceed with the reduction/cancellation of the existing share capital held by the erstwhile promoters and other public shareholders and thereafter issue and allot fresh equity shares in accordance with the directions contained in the said order. Accordingly, the existing shareholding of the erstwhile promoters and public shareholders is proposed to be reduced/cancelled, and fresh equity shares shall be issued and allotted to the eligible persons in accordance with the terms and conditions approved and/or directed by the Honble NCLT.

Further, pursuant to the order of the Honble NCLT dated June 03, 2026, the liquidation proceedings of the Company stand closed, and Mr. Bhavesh Rathod, Liquidator of the Company, has been discharged from his duties, responsibilities and obligations as the Liquidator of the Company.

The Company will take all necessary steps and make requisite applications, filings and submissions with BSE Limited, National Stock Exchange of India Limited ("NSE") and such other regulatory, statutory, governmental and other authorities, as may be applicable, for giving effect to and implementing the directions contained in the aforesaid order of the Honble NCLT, including the reduction/cancellation of existing share capital, issuance and allotment of fresh equity shares, and consequential corporate actions and approvals, in accordance with applicable laws, regulations and the directions of the Honble NCLT.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Changes in Directors and Key Managerial Personnel:

During the year as per the order of the Honble National Company Law Tribunal ("NCLT") dated June 03, 2025 all the Board of Directors and KMPs earlier to the Order Discharged from the Duty and following the Directors and Key Managerial Personnel has appointed:

Name of Directors/KMP	Reason for change Appointment/ Resignation/ other changes	Designation	Date of Changes	Remarks (if any)
1. Nikunj Sureshchandra Shah	Appointment	Managing Director	01-07-2026	Appointment of the following Directors [as per clause 2 of the Order] by Honble National Company Law T ribunal ("NCLT"), Mumbai
2. Het Mehulbhai Thakkar	Appointment	Non-Executive Director	01-07-2026
3. Pooja Manthan Patel	Appointment	Independent Director	01-07-2026
4. Arzoo Raghubhai Rabari	Appointment	Independent Director	01-07-2026	vide its order dated June 03, 2025 (Order No: I.A. No. 887 of 2025 IN C.P. (IB) No. 4488/MB/2018)
5. Nikunj Sureshchandra Shah	Appointment	CFO	01-07-2026

Appointment:

• Mr. Pawansut Swammy has been appointed as Company Secretary & Compliance Officer of the company with effect from 04^th May 2026.

• Ms. Meena Arvind Bhanushali (DIN: 10816424) has been appointed as Additional and Managing Director of the Company w.e.f., 18.08.2026 subject to approval of members at ensuing AGM.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

e) Number of Meetings of the Board of Directors and Audit Committee

During the year under review, the Company held 4 (Four) meeting of the Board of Directors on 26.09.2025,

06.10.2025, 14.11.2025, 14.02.2026, following the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), pursuant to which the Company was acquired as a going concern under the liquidation proceedings.

Accordingly, the some compliances regarding Board Meetings during the financial year could not be complied with, as the Company was under liquidation proceedings and the change in management was effected pursuant to the reliefs and directions granted by the Honble NCLT.

Further, pursuant to Point 5 of the aforesaid NCLT order, the Company has been granted relief from the specified non-compliances pertaining to the period prior to the acquisition/change in management. Accordingly, such pre-acquisition non-compliances shall not be attributable to the present management, to the extent covered by the relief granted under the said order.

CORPORATE GOVERNANCE

During the financial year under review, the Company continued to be under liquidation proceedings pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). Consequently, upon commencement of the liquidation proceedings, the powers of the Board of Directors stood suspended and were exercised by the Liquidator in accordance with the provisions of the IBC.

In view of the aforesaid circumstances and the fact that the affairs of the Company were being conducted under the supervision and control of the Liquidator, the Company was not in a position to comply with certain provisions relating to corporate governance prescribed under Regulations 17 to 27 and Regulation 46(2)(b) to (i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), to the extent applicable.

Subsequently, pursuant to the liquidation process, the Company was acquired as a going concern. The Honble National Company Law Tribunal, Mumbai Bench, vide its order dated 03 June 2026 passed in IA No. 887 of 2025 in C.P. (IB) No. 4488 (MB) 2018, granted various reliefs and concessions in connection with the going-concern acquisition, including reliefs in respect of certain past statutory and regulatory non-compliances, subject to the terms and conditions stipulated in the said order.

Accordingly, the Company is taking necessary steps to comply with the applicable provisions of the SEBI LODR Regulations and other applicable laws and regulations following the completion of the going-concern acquisition and reconstitution of the management and Board of Directors.

COMMITTEE OF BOARD:

AUDIT COMMITTEE

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and SEBI ( LODR) Regulations 2015 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b) Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the Companies Act, 2013. As at the end of Financial Year 2025-26, Audit Committee comprises of three Directors as under:

Name of Member	Designation
1 Arzoo Raghubhai Rabari	Chairperson
2 Pooja Manthan Patel	Member
3 Nikunj Sureshchandra Shah	Member

During the year under review, 4 meeting of the Audit Committee was held on 26.09.2025, 06.10.2025,

14.11.2025, 14.02.2026 as the Company was under liquidation proceedings during the relevant period so some compliances related the Committee Meeting was not complied. Pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), and following the change in management of the Company, the Audit Committee was constituted on July 01, 2025.

Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors, Internal Auditor and the Chief Financial Officer are invited to attend and participate in meetings of the Committee.

NOMINATION/REMUNERATION COMMITTEE

The Nomination/Remuneration committee consists of the following three Directors:

Name of Member	Designation
1 Het Mehulbhai Thakkar	Chairperson
2 Arzoo Raghubhai Rabari	Member
3 Pooja Manthan Patel	Member

The Nomination/Remuneration committee recommends to the Board the attributes and qualifications for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked "Annexure-H.

During the year under review, no meeting of the Nomination and Remuneration Committee was held, as the Company was under liquidation proceedings during the relevant period. Pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), and following the change in management of the Company, the Nomination and Remuneration Committee was constituted on July 01, 2025. Accordingly, no Nomination and Remuneration Committee meeting was required to be held prior to its constitution on July 01, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors have constituted a "Stakeholders Relationship Committee" in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.

The present composition of the Committee is as under: Stakeholders Relationship Committee consists of following Directors

Name of Member	Designation
1 Pooja Manthan Patel	Chairperson
2 Arzoo Raghubhai Rabari	Member
3 Het Mehulbhai Thakkar	Member

During the year under review, one meeting of the Stakeholders Relationship Committee was held on

14.02.2026, as the Company was under liquidation proceedings during the relevant period. Pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), and following the change in management of the Company, the Stakeholders Relationship Committee was constituted on July 01, 2025. Accordingly, no Stakeholders Relationship Committee meeting was required to be held prior to its constitution on July 01, 2025.

Performance Evaluation

During the year under review, the provisions relating to the performance evaluation of the Board of Directors, its committees and individual Directors could not be complied with, as the Company was under liquidation proceedings during the relevant period. The present management was inducted pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), and the change in management was effected thereafter. Accordingly, the performance evaluation requirements were not applicable during the period when the Company was under liquidation. The Company has, according to the constitution of the Board and its Committees, put in place the necessary processes to ensure compliance with the applicable provisions relating to performance evaluation.

General Body Meeting:

During the year under review, no General Meeting of the Members of the Company was held, as the Company was under liquidation proceedings during the relevant period. Pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"), the Company was acquired as a going concern and the change in management was subsequently effected. Accordingly, no General Meeting of the Members was convened or held during the relevant period.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company was engaged in the business of Trading and Manufacturing of Textiles related activities. The Company was under liquidation proceedings up to June 03, 2025, and was thereafter acquired as a going concern pursuant to the order dated June 03, 2025, passed by the Honble National Company Law Tribunal ("NCLT"). There has been no change in the nature of business of the Company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the financial year under review and subsequent to the financial year-end, certain significant orders were passed by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, in relation to Ashapura Intimates Fashion Limited ("the Company"), which materially impacted the status and operations of the Company.

The Corporate Insolvency Resolution Process ("CIRP") of the Company was commenced pursuant to the order of the Honble NCLT, Mumbai Bench dated 28 June 2019 in CP 4488 (IB)/MB/2018, filed by IDFC First Bank Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC").

As no resolution plan was ultimately approved, the Honble NCLT, by its order dated 05 October 2020 in IA No. 1113 of 2020, ordered liquidation of the Company under Section 33 of the IBC and appointed the Liquidator.

Thereafter, the Company was sold as a going concern pursuant to the liquidation process. The transfer/acquisition was completed and the Liquidator issued the Sale Certificate in favour of the successful bidder.

Subsequently, the successful bidder filed IA No. 887/2025 seeking various reliefs and concessions in connection with the acquisition and revival of the Company. The Honble NCLT, Mumbai Bench, by its order, granted the requisite reliefs and concessions in relation to the going-concern acquisition, thereby facilitating the revival and operationalization of the Company.

Accordingly, pursuant to the aforesaid proceedings and orders of the Honble NCLT, the Company has been acquired as a going concern through the liquidation process, and the aforesaid orders are material to the going concern status and future operations of the Company.

Except orders under IBC Code 2016, there are no significant material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its future operations for this year.

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

No material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

Including the changes occurred during and subsequent to the financial year 2025-26, relating to liquidation process as stated herein above, there are some 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 as follows:

1. the relief order has been passed by Honble NCLT, Mumbai dated 03 June 2025 regarding revival from liquidation proceedings towards the company.

2. Subsequently charges which are due on the company by the Banks are fully satisfied.

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

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

STATUTORY AUDITORS

M/s. N K Sarraf & Associates, Chartered Accountants (ICAI Firm Registration Number: 021945N) as Statutory Auditors of the Company for the financial year 2026-27, subject to the approval of the members at the ensuing General Meeting. The Statutory Auditors have also been authorized to audit and sign the financial statements pertaining to all previous financial years that remained pending and could not be finalized during the period of proceedings before the Honble National Company Law Tribunal (NCLT), such authorization extending up to and including 03^rd June 2025.

In this AGM, it is proposed to appoint M/s N K Sarraf & Associates, Chartered Accountants (Firm Registration No. 021945N) from the conclusion of Annual General Meeting for a period of one year (01-042026 to 31-03-2027).

AUDITORS REPORT

The Auditors report does not contain any reservation, qualification or adverse remark submitted by M/s N.K. Sarraf & Associates, Chartered Accountant, Statutory Auditor of the Company, in their respect for the Financial Year ended March 31^st, 2026.

SECETARIAL AUDITOR

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required to annex with its Boards Report a secretarial audit report, given by the Company Secretary in practice.

The Board of Directors has appointed M/s Dharti Patel & Associates, Practicing Company Secretary as Secretarial Auditor of the Company, in accordance with Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for a term of 5 years commencing from April 1, 2026, to March 31, 2031, subject to the approval of the members of the Company at ensuing General Meetings of the Company.

SECRETARIAL AUDIT REPORT

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as "Annexure-IH". The Secretarial Audit Report contains a reservation, qualification or adverse remark.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arms length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2025-26, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

ENVIRONMENT. HEALTH AND SAFETY

The Company provides the highest priority for health and environment and safety. The Company takes the most care of the employees and ensures compliance with the Environment Act.

REMUNERATION OF KEY MANANGERIAL PERSONNEL

There is no any Remuneration Paid to any Directors of the Company except the Payment of Sitting fees to the independent Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

(c) The directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors had prepared the annual accounts on a going concerning basis; and

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EARNINGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies Act 2013 read with the Companies (Account) Rules, 2014 are as follows.

1. Conservation of Energy	Nil
2. T echnology Absorption	Nil
3. Foreign Exchange Earnings and Outgo	Nil

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 as amended.

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

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchasing fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(A) Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(B) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(C) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer software is extensively used.

(D) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance, are also digitized.

(E) Segregation of Duties - It is ensured that no person handles all the aspect of a transaction. T o avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(F) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

RISK MANAGEMENT POLICY

The Company has Risk Management Policy to mitigate the risks. At Present, the Company has not identified any element of risk which may threaten the existence of the Company.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and 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. No case was reported during the year under review.

BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides a brief resume of Mr. Nikunj S. Shah [DIN: 09677879], Managing Director, who is liable to retire by rotation in the ensuing AGM and being eligible offers herself for reappointment. The nature of their expertise in specific functional areas, names of the companies in which they hold directorships, her shareholding etc. are furnished in the annexure to notice of the ensuing AGM.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place the whistle blower mechanism for directors and employees with a view to providing for adequate safeguards against victimization of stakeholders and providing for direct access to the Chairperson of the Audit Committee in appropriate cases. The policy can be accessed to the website of the Company at www.ashapuraintimates.in .

CODE OF CONDUCT

The Chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended 31^st March 2026.

LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

ACKNOWLEDGMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.