Ashapura Minechem Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 45^th Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS AND PERFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. In Crores)

Particulars	Standalone		Consolidated
	2025-2026	2024-2025	2025-2026	2024-2025
Net Sales / Income from Operations	432.14	371.52	5,237.13	2,738.93
Less: Total Expenditure	307.32	305.83	4,800.14	2,457.87
Profit /(Loss) from Operations before Dep., Other Income and Exceptional Items	124.82	65.69	436.99	281.06
Less: Depreciation	9.88	9.17	132.72	77.98
Profit /(Loss) from Operations before Other Income and Exceptional Items	114.94	56.52	304.27	203.08
Add: Other Income	38.75	15.16	118.75	74.89
Profit/(Loss) before Exceptional Items, share of net profit of investments accounted for using the equity method and Tax	153.69	71.68	423.02	277.97
Share of net profit of Joint Ventures & associates accounted for using the equity method	-	-	26.12	26.50
Profit/(Loss) before exceptional items	153.69	71.68	449.14	304.47
Add: Exceptional Items	(1.77)	-	(4.56)	-
Profit /(Loss) before tax	151.92	71.68	444.58	304.47
Tax Expenses
Current Tax	-	-	29.23	33.76
Earlier Years Tax	0.19	(0.23)	(0.90)	(6.26)
Deferred Tax	(2.92)	(12.64)	(0.22)	(12.11)
Profit/(Loss) after tax	154.65	84.55	416.47	289.08
Profit attributable to non-controlling interest	-	-	15.05	(6.74)
Profit/(Loss) for the year	154.65	84.55	416.47	289.08

PERFORMANCE OF THE COMPANY & FUTURE OUTLOOK:

At Standalone level, the Income from Operations and other income stood at Rs. 470.89 Crores while total expenses amounted to Rs. 317.20 Crores which resulted into Net Profit of Rs. 154.65 Crores.

At Consolidated level, the Income from Operations and other income stood at Rs. 5,355.88 Crores while total expenses stood at Rs. 4,932.86 Crores which resulted into a Consolidated Net profit of Rs. 416.47 Crores. As compared to FY 2024-25, the Companys Consolidated Total income in FY 2025-26 increased by 90.34%, while Operational profit after tax (without exceptional income) rose by 52.18%.

The operations of your Company encompasses a diversified portfolio of minerals including Bauxite, Bentonite, Kaolin, Silica and Iron Ore.

Your Company continued its focus on enhancing operational efficiencies, expanding its global footprint and creating long-term value through strategic investments in infrastructure and resource development.

The year under review witnessed a significant improvement in the companys consolidated performance, driven particularly by the strong performance of its Guinea business. Higher Bauxite export volumes, supported by enhanced mining and logistics efficiencies, contributed to a strong operational and financial performance during the year. Guinea continues to be a key growth driver for the Company, supported by its integrated mining and logistics infrastructure and favourable demand for Bauxite.

During the year, the Company further strengthened its mining and logistics infrastructure in Guinea. The commissioning of the bridge over the Konkoure River has provided access to the eastern part of the Boffa mining lease, which contains substantial export-grade Bauxite reserves. The Company also continued to strengthen operational efficiencies through its long-term strategic partnership with China Railway for mining and logistics operations.

The White Performance Materials business maintained a stable performance during the year under review. Your Company remains focused on developing advanced grades and strengthening its portfolio of value-added products to cater to evolving customer requirements.

The Board has recommended a final dividend of 100% for FY 2025-26, reflecting the Companys strong financial performance and its continued commitment to delivering value to its shareholders.

With a strong resource base, integrated infrastructure and diversified mineral portfolio, your Company remains well positioned to pursue sustainable long-term growth while maintaining its focus on operational excellence and creating value for all stakeholders.

2. SIGNIFICANT EVENTS DURING THE FY 2025-26 AND TILL THE DATE OF REPORT:

A. INCORPORATION OF A WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

During the year, the Company at its Meeting held on 24^th March, 2026 approved 100% subscription to incorporate a Wholly owned Subsidiary of the Company in the United Arab Emirates ("UAE") namely "Ashapura Resources UAE FZE" or such other name as may be approved by the relevant authorities, subject to the necessary regulatory and statutory approvals.

Subsequently, upon completion of the requisite incorporation formalities/approvals, the entity was incorporated on 5^th June 2026 under the name "Ashapura Resources FZCO" as a wholly owned subsidiary of the Company. The said Company was incorporated for operational and business Convenience.

B. INVESTMENT IN ARKATI URJA LLP:

As part of an internal re-alignment and restructuring, the Company pursuant to a resolution passed on 6th May 2026, has acquired 5.78% contribution in Arkati Urja LLP from Ashapura Perfoclay Limited. Accordingly, the Company holds 5.78% contribution in Arkati, with 2 MW of its 9 MW solar power capacity allocated for captive consumption.

C. ADOPTION OF "ASHAPURA MINECHEM LIMITED - EMPLOYEE STOCK OPTION PLAN 2026:

The Company, with a view to reward and retain its employees, including the employees of its Holding Company, Subsidiary Company(ies), Associate Company(ies) and Group Company(ies) (present or future), for their continued hard work, dedication and contribution towards the growth of the Company, formulated the "ASHAPURA MINECHEM LIMITED - EMPLOYEE STOCK OPTION PLAN 2026" ("ESOP 2026" or "Plan").

The maximum number of Stock Options that may be granted under the Plan shall not exceed 20,00,000 (Twenty Lakhs) Options in aggregate. The ESOP 2026 was approved by the shareholders of the Company by way of Postal Ballot on 27^th April, 2026.

Pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI Circular No. CIR/CFD/POLICYCELL/2/2015 dated 16^th June, 2015 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the details of ESOP 2026 are available on the website of the Company a www.ashapura.com.

D. INTER-SE PROMOTER TRANSFER PURSUANT TO SEBI EXEMPTION ORDER:

Pursuant to the SEBI Exemption Order No. WTM/KCV/CFD/16/2025-26 dated December 16, 2025, designated shares were transferred to Manan Chetan Shah Family Trust and Chaitali Nishit Salot Family Trust from Mr. Chetan Navnitlal Shah. Consequently, as on 31^st March, 2026, the shareholding of Mr. Chetan Shah stood at 6.94%, while the shareholding of Manan Chetan Shah Family Trust and Chaitali Nishit Salot Family Trust stood at 1.75% and 5.85%, respectively.

Further, Manan Chetan Shah Family Trust, Chaitali Nishit Salot Family Trust and Himani Ankur Shah Family Trust were classified as part of the Promoter Group of the Company. Certain transfers contemplated under the aforesaid SEBI Exemption Order are in the process of implementation and shall be completed in due course.

Pursuant to the aforesaid transfer, Mrs. Dina Shah and Mr. Manan Shah submitted their declarations of Significant Beneficial Ownership to the Company in terms of Section 90(1) of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018. The Company has duly filed the requisite Form BEN-2 with the Ministry of Corporate Affairs.

E. SEARCH BY THE INCOME TAX DEPARTMENT:

During the year, the Income Tax Department conducted a search under Section 132 of the Income-tax Act, 1961 at the registered office of the Company commencing from 13^th October, 2025. During the course of the search, certain records and electronic data were found and seized by the authorities for further examination. The search concluded at the Companys premises on 16^th October, 2025.

The Company cooperated with the proceedings of the Income Tax Department throughout the search. The business operations of the Company remained unaffected and continued as usual. As disclosed, there was no violation or contravention committed or alleged to have been committed, and since the search was for the limited purpose of verification of certain documents and records, there was no financial impact on the Company.

F. SEARCH BY THE DIRECTORATE OF ENFORCEMENT (ED):

During the year, officials from the Directorate of Enforcement (ED), Bangalore Zonal Office, conducted a search at the Companys office premises located at 2nd & 3rd Floor, Jeevan Udyog Building, 278, Dadabhai Naoroji Road, Fort, Mumbai - 400001 and at the personal residence of the then Executive Chairman on 13^th August, 2025. During the search, certain documents and digital devices/records were searched and collected. Further, the ED issued a freezing order directing the freezing of balances available in a few bank accounts of Ashapura Minechem Limited (Standalone).

The Company extended full cooperation to the authorities and has taken all necessary legal measures to protect its interests. The Company does not expect any material operational or financial impact emanating from this event and remains confident of protecting its legal rights.

3. DIVIDEND:

Your Directors are pleased to recommend a final Dividend @ 100% per equity share of face value of Rs. 2/- each for the year ended 31^st March, 2026. The Dividend for the Financial Year ended 31^st March, 2026 amounts to Rs. 2 per equity share of face value of Rs. 2/- each. The final Dividend, subject to the approval of Members at the Annual General Meeting on 29^th September 2026, will be paid after 29^th September 2026. The dividend for the Financial Year will absorb Rs. 19.11 Crores.

Income Tax Act, 2025, ("the IT Act") as amended by the Finance Act, 2026, mandates that dividends paid or distributed by a Company after April 01, 2020 shall be taxable in the hands of members hence the Dividend Payout will be exclusive of dividend distribution tax. The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on 22^nd September, 2026 (Tuesday).

The Company has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at https://www.ashapura.com/policies.php.

4. TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard, there are no amounts which are required to be transferred to the Investor Education and Protection Fund by your Company, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^st March, 2026 was Rs. 19.11 Crores.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31^st March, 2026 are as mentioned below:

Name	No. of Shares	% of Holdings
Shri Chetan Shah	66,27,767	6.94
Smt. Himani Shah	1,42,980	0.15
Shri Hemul Shah	1007	0.0011

7. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March 2026 is as below.

Sr. No.	Name of Director	Designation	DIN
1	Shri Chetan Shah	Non-Executive Director	00018960
2	Shri Hemul Shah	Executive Director & CEO	00058558
3	Smt. Himani Shah	Non-Executive Director	02467277
4	Shri Jagdish Shetty	Non-Executive, Independent Director	02152377
5	Shri Dipak Vora	Non-Executive, Independent Director	00317106
6	Shri Wilson Mathais	Non-Executive, Independent Director	11492508
7	Smt. Surekha Sathe	Non-Executive, Independent Director	11109425

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Chetan Shah (DIN: 00018960) retires by rotation at the ensuing Annual General Meeting. However, owing to certain sub-judicial litigations, Shri Chetan Shah has decided not to offer himself for re-appointment. Accordingly, his term of office as a Director shall come to an end upon the conclusion of the AGM.

b) Declaration by Independent Directors:

- The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same shall be available for inspection upon request by Shareholders.

- The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Re-appointment of Shri Hemul Shah as Executive Director & CEO:

The Board of Directors at its meeting held on 10^th August, 2023, on the recommendation of Nomination and Remuneration Committee, re - appointed Shri Hemul Shah (00058558) as an Executive Director and CEO w.e.f. 16^th February, 2024. His tenure ended on 15^th February, 2026 according to the agreed terms.

The Nomination & Remuneration Committee had recommended his re-appointment considering his long association with the Company; varied experience in planning, execution abilities and strategic intelligence. Accordingly, the Board of Directors at its meeting held on 05th February, 2026, proposed that he should be re-appointed as an Executive Director and Chief Executive Officer (CEO) of the company for a further period of two years.

Further, his re-appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 27^th April, 2026 and the result of the same was duly declared on the same day itself.

d) Appointment of Shri Jagdish Shetty and Shri Wilson Mathais as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 05^th February, 2026, appointed Shri Jagdish Shetty (DIN: 02152377) and Shri Wilson Mathais (DIN- 11492508) as Additional Directors in the capacity of Independent Directors for a term of five consecutive years, subject to the approval of the Shareholders of the Company.

Further, their appointment was duly approved by the shareholders by passing Special Resolutions by way of Postal Ballot on 27^th April, 2026 and the result of the same was duly declared on the same day itself.

e) Completion of second term of Shri Pundarik Sanyal as Independent Directors:

During the year under review, the second term of Shri Pundarik Sanyal as Independent Director ended on 08^th February, 2026 and accordingly, he vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance rendered by him during his tenure.

f) Change in Designation of Shri. Chetan Shah:

The term of Shri Chetan Shah as the Executive Chairman of the Company concluded with effect from 23rd October, 2025. Consequently, he continued on the Board as a Non-Executive Director with effect from the said date.

g) Resignation of Smt. Neeta Shah as Non-Executive, Independent Director:

During the year, Smt. Neeta Shah tendered her resignation as an Independent Director from the Board of the Company w.e.f. 12^th August, 2025 due to other professional commitments and responsibilities. She also confirmed that there was no material reason for her resignation other than the above. The Board places on record its sincere appreciation for the valuable contribution rendered by her during her tenure.

h) Appointment of Smt. Surekha Sathe as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 30^th May, 2025, appointed Smt. Surekha Sathe (DIN- 11109425) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the approval of the Shareholders of the Company.

Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 31 ^st July, 2025 and the result of the same was duly declared on the same day itself.

i) Appointment of Shri Dipak Vora as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 23^rd January, 2025, appointed Shri Dipak Vora (DIN- 00317106) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the approval of the Shareholders of the Company.

Further, his appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 16^th April, 2025 and the result of the same was duly declared on the same day itself.

j) Boards opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/ expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Companys business(es) and sector(s) for the Company to function effectively.

k) Appointment of Key Managerial Personnel (KMP):

a. Consequent to the change in designation of Shri Chetan Shah as a Non-Executive Director, he ceased to be a Key Managerial Personnel of the Company under the provisions of the Companies Act, 2013 w.e.f. close of business hours of 23^rd October, 2025.

Subsequent to the year, the Board of Directors, at its meeting held on 27^th August, 2026, considering Shri Chetan Shahs significant contribution towards strengthening the core values and principles of the Ashapura Group, as well as his visionary leadership, strategic guidance and contribution to the growth and development of the Company and its establishment as a well-governed corporate entity, has appointed Shri. Chetan Shah, as Chief - Strategy & Planning and Key Managerial Personnel ("KMP") of the Company with effect from 1st October, 2026, following his cessation from the office of Director of the Company upon conclusion of the ensuing Annual General Meeting scheduled to be held on 29^th September, 2026.

b. From the date of appointment of Shri Hemul Shah as an Executive Director & CEO w.e.f. 16^th February, 2020, he is forthwith considered as a KMP of the Company.

c. In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Ashish Desai as Group CFO and Shri Sachin Polke, Company Secretary & President (Corporate Affairs), are recognized as the KMP of the Company.

d. In addition, the following Executive(s) of your Company have been recognized as whole-time Key Managerial Personnel to perform such duties/ functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its committee from time to time:

Shri Sandeep Deshpande - Group Head Human Resources & Administration

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

a. Business Performance & overview of principal Subsidiaries & Joint Venture Companies:

Ashapura International Limited (AIL):

Ashapura International Limited (AIL) reported total revenue of Rs. 734 Crores and a profit of Rs. 60 Crores during FY 2025-26.

Despite global economic and geopolitical challenges, the Company delivered a strong operational and business performance. During the year, AIL enhanced its mining and processing capacities, including the installation of an advanced high-capacity milling system to meet growing demand for its powdered products. The mining division achieved a production increase of over 25%, strengthening operational resilience during seasonal disruptions.

The Company also expanded its business footprint across domestic and international markets through the introduction of new products and customer additions. The specialty products division continued to gain traction, particularly in the Gulf region and other key markets.

The Board remains confident that these initiatives will support sustained growth and create long-term value for stakeholders.

During the year, the Company acquired 37,17,500 equity shares, representing 3.11% of the paid-up share capital of M/s Orient Ceratech Limited (OCL), an Associate Company, from M/s Bombay Minerals Limited, a fellow subsidiary. The Company also acquired 3,77,636 equity shares, representing 0.32% of the paid-up share capital of OCL, through open market purchases. Consequently, the Companys shareholding in OCL increased to 8.35% as on March 31,2026.

Bombay Minerals Limited (BML):

The Companys revenue in FY 2025-26 stood at Rs. 71 crores and those total expenses stood at Rs. 51 crores which resulted in the Profit After Tax of Rs. 14 crores.

During the year, the Company diluted its holding in M/s Orient Ceratech Limited (OCL) (representing 2.06% of the paid-up capital) by transferring 37,17,500 Equity Shares to M/s Ashapura International Limited (AIL), its fellow subsidiary. Post this transaction, the shareholding of BML stood at 2,83,82,453 equity shares representing 23.72% of the paid-up share capital in OCL.

Ashapura Perfoclay Ltd. (APL):

During FY 2025-26, Ashapura Perfoclay Limited, a Joint Venture, recorded total revenue of Rs. 436 Crores, with total expenses of Rs. 386 Crores, resulting in a Profit After Tax of Rs. 35 Crores.

The Company operated in a challenging business environment during the year, primarily due to the sustained increase in sulphuric acid prices, a key raw material for its operations. The situation was further impacted by geopolitical developments in the Middle East, which contributed to supply chain disruptions and volatility in raw material markets. To strengthen supply security and operational continuity, additional sulphuric acid storage facilities were commissioned during the year.

Despite these challenges, the Company undertook several operational improvement initiatives focused on enhancing process efficiency, optimizing raw material consumption, and reducing wastage, thereby mitigating the impact of rising input costs. In addition, it continued to undertake various Corporate Social Responsibility (CSR) initiatives aimed at supporting community development and improving the quality of life in the surrounding villages.

Other Subsidiaries:

The details regarding other subsidiaries including overseas subsidiaries and joint ventures of the Company have been provided in the AOC 1 attached to this Annual Report of 2025-26.

b. Companies which have become and ceased to be subsidiary, associate and/or joint venture:

Ashapura Holdings Fareast Pte Ltd. (Singapore), a step-down subsidiary of the Company, had not been operational and accordingly, the Management had initiated the process of creditors voluntary liquidation. The liquidation proceedings have since been substantially completed and the final general meeting of the Company and its creditors was held on 12^th May, 2026. The Return of the Liquidator relating to the Final Meeting was lodged with the Accounting and Corporate Regulatory Authority and the Official Receiver. Thereafter, having followed the due process of law and on completion of winding up proceeding, the said company was dissolved w.e.f. 12^th August, 2026.

c. Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Companys website at https://www.ashapura.com/codepolicy.php.

10. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries & associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said section, a statement containing salient features of the Financial Statements of the Companys subsidiaries and associate companies (in Form AOC-1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at https://www.ashapura.com/financial-highlights.php.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2026 AND 27^th AUGUST 2026 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS/COURTS/TRIBUNALS:

A. During the year, the Company has received adjudication order from SEBI dated 05^th February,2026 under Section 15-I of SEBI Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 and under Section 19H of the Depositories Act, 1996 read with Rule 5 of Depositories (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005, imposing a monetary penalty for lapses/ omissions, aggregating to Rs. 2 lakhs to be paid by the Company. The Company has duly made the payment for the same.

B. Subsequent to the Financial Year, the Company received an order on 07^th July, 2025 from the Deputy Commissioner of Income Tax (DCIT) pertaining to AY 2019-20. Pursuant to the directions of the Income Tax Appellate Tribunal (ITAT), Mumbai, the Assessing Officer, after verification of documents, concluded that the earlier adjustment made by CPC under section 143(1)(a) amounting to Rs. 259.20 crores were not in accordance with provisions of law.

Consequently, the Companys total income was computed as Nil and that the business as well as depreciation losses of Rs. 259.20 crores have been restored back. These losses are now available for set-off against future profits. Further, the Company has settled all other pending direct tax litigations under the "Vivaad Se Vishwas 2024" scheme, and as on date, stands free from any income tax related litigations.

C. The Special CBI Court, by its order dated 26^th October, 2024 had found Mallikarjun Shipping Pvt. Ltd., two other individuals, Ashapura Minechem Ltd. along with its Chairman guilty under Indian Penal Code. An appeal was preferred and on hearing the parties; Honble High Court of Karnataka has accordingly suspended the sentence, pending disposal of appeal. The matter is currently sub-judiced.

Considering the relevant provisions and rules, board of directors concluded that Mr. Chetan Shah is eligible to continue as a director of the company since an appeal has been preferred against the order of the Special CBI Court, and the Honble High Court of Karnataka has suspended the sentence pending disposal of the appeal.

D. M/s Cargill International Trading PTE Limited (Cargill) filed a Petition for the enforcement of the Foreign Arbitration Award amounting to Rupees Forty-Nine Crore Seventy-One Lakh (approx.) dated 28th May, 2010 in SIAC Arbitration No.014/2009 in the arbitration proceedings conducted at Singapore by a learned Arbitrator with the Singapore International Arbitration Centre (SIAC) against the Company under Sec. 47 of the Arbitration & Conciliation Act. The High Court of Karnataka at Bengaluru vide its order dated 19th December, 2023 rejected the Companys objections to the enforcement of the Foreign Award under Sections 48[1][b], 48[1] [c] and 48[2] of the Arbitration and Conciliation Act, 1996 in the matter of Cargill.

Therefore, Company then filed a Special Leave Petition (SLP(C) No. 005143 - 005144 / 2024) on 21-02-2024 before the Honble Supreme Court, challenging the Karnataka High Courts order dated 19^th December, 2023. Vide an order dated 15^th March, 2024, the Honble Supreme court directed to issue notice to Cargill subject to Companys depositing an amount of Rs.15 crores within a period of four weeks. Accordingly, the Company has complied with the said order of the Honble Supreme court. Also, on 16^th July, 2024, the Honble Supreme court passed an order that the proceedings before the Executing Court [High Court of Karnataka] under APEFA No. 2/2020 may continue but final order shall not be passed till disposal of the said Special Leave Petition.

On 23^rd April, 2025 the Honble Supreme court admitted the aforesaid SLP by granting a Leave and, the SLP was converted into regular Civil Appeal bearing No. C.A. No. 005816 - 005817/2025 Registered on 02^nd May, 2025. The matter is pending for hearing. However, the same is not yet listed before the SC.

Other than as stated above, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future. Details of minor delays in reporting to the Stock Exchanges and fine paid by the Company forms part of the Report on Corporate Governance.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of Seven Directors as on 31^st March, 2026. During the year, 7 meetings of the Board of Directors were held. The details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than one hundred and twenty days.

14. COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

15. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian 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 of the Company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

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.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available for inspection of members at the registered office of the Company during working hours up to the date of Annual General Meeting and shall be made available to any shareholder on request. Members seeking to inspect such documents can send an email to cosec@ashapura.com.

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5 & 6).

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:

a) Nomination & Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining their remunerations, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. https://www.ashapura.com/policies.php. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

b) Performance Evaluation Policy and Annual Performance Evaluation:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of the each and every Director of the Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements at all the three levels i.e. the organizational, the board and the individual director level, which in turn would help in increased accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Directors knowledge and understanding of their role, Companys vision and mission, Directors commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee composition, Independence, contributions to Boards decisions etc.

Further, the performance of Executive Director was evaluated on certain additional parameters depending upon his role and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies in alignment with the vision and mission of the Company etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation etc.

The Independent Directors had met separately on 24^th March, 2026 and discussed, inter-alia, the performance of the Non-Independent Directors of the Company and the Board as a whole.

The Board evaluation report on performance of each individual Director and the Board as a whole was placed before the Board of Directors for appropriate analysis and confirmation. Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

c) Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments of the society, especially the deprived, under-privileged and differently abled persons. The Policy is available on the website of the Company viz. https://www. ashapura.com/policies.php. The Composition of the CSR Committee is given in the Report on Corporate Governance.

Further, a detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities is attached as "Annexure-B"

d) Vigil Mechanism - Whistle Blower Policy:

The Company has vigil mechanism named a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical behaviour, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. https://www.ashapura.com/policies.php. During the year under review, no complaint has been received under the Whistle Blower Policy (Vigil Mechanism).

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement, whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of the Company. The Policy is available on the website of the Company viz. https://www.ashapura.com/policies.php. The Composition of the Risk Management Committee is given in the Report on Corporate Governance.

f) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: NIL

b. number of complaints disposed of during the financial year: NIL

c. number of complaints pending as on end of the financial year: NIL

d. number of complaints pending for more than ninety days: NIL

The said Policy is available on the website of the Company viz. https://www.ashapura.com/policies.php.

g) Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place the Policy on Related Party Transactions and the same is uploaded on Companys website at https://www.ashapura.com/policies.php. This policy deals with the review and approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to entering into any kind of transactions. The Audit Committee and the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary course of business and at an arms length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a time. Moreover, to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Companys website.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013, were on arms length basis and in the ordinary course of business. Further, no Material Related Party Transactions, as per the materiality threshold mentioned under section 188 of the Companies Act 2013, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Companies Act, in Form AOC-2 is not applicable

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 39A)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been provided in the Report on Corporate Governance, which forms part of this Annual Report.

21. AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the year 2027. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors Report for the financial year ended 31^st March, 2026 on the financial statements (Standalone & Consolidated) of the Company forms part of this Annual Report.

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

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s S. S. Puranik and Associates, Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Companys Cost Accounting Records in respect of the products of the Company for the financial year 2026-27 at the remuneration of Rs. 1,80,000/- per annum plus Goods and Service Tax (GST) and out of-pocket expenses .

Your Company has received consent from M/s S. S. Puranik and Associates, to act as the Cost Auditors of your Company for the Financial Year 202627 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2024-25 was filed with the Ministry of Corporate Affairs on 02-09-2025.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the Secretarial Audit of the Company for term of five consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30,

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31^st March, 2026 is annexed with this report as "Annexure - C".

There are no qualifications or reservations or adverse remarks given by Secretarial Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

E. FRAUDS REPORTED BY AUDITOR:

During the year under review, no instance of fraud in the Company was reported by the Auditors.

F. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System. The Company continues to improve the present internal control systems by implementation of appropriate policy and processes evaluated based on the recommendation of Internal Auditors.

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2025-26 which carried out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

Besides this, the Company has also implemented SAP Systems, an advanced IT business solution platform, to achieve standardized operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best global practices.

G. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure - D" to this Report.

I. EXTRACT OF ANNUAL RETURN:

Further, in accordance with the provisions of Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its website at www.ashapura.com/investor-corner.php

J. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Corporate Governance along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and Management Discussion and Analysis Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of this Report.

K. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31^s1 March, 2026 as stipulated under Regulation 34 of the SEBI Listing Regulations is set out separately which forms part of this Report.

L. NO APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW.

M. THERE WERE NO ONE-TIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS DURING THE YEAR UNDER REVIEW.

N. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961 DURING THE YEAR UNDER REVIEW.

O. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

	For and on	Behalf of the Board of Directors
	Sd/-	Sd/-
	CHETAN SHAH	HEMULSHAH
	DIRECTOR	EXECUTIVE DIRECTOR & CEO
	(DIN: 00018960)	(DIN: 00058558)
Place : Mumbai
Date : 27th August, 2026