Ashiana Agro Industries Ltd Directors Report

Keeping in view the accumulated losses and the negligible profit for the year under review, the directors are unable to recommend payment of any dividend for the year under review.

As regards “Notes to Accounts”, the directors wish to clarify that the loan has been advanced to Diadem enterprises Pvt. Ltd duly complying with the relevant provisions of the Companies act, 2013 and is within the permissible limit laid down under the provisions of the said Act. Pending deployment of funds in other Projects, the company could earn interest to meet its day to day expenses and other liabilities. The loan is repayable on demand. The Company is in the process of identifying Projects wherein it can invest its funds for the long term for the benefit of its shareholders.

OPERATIONS

Your Company has achieved a total income of Rs.96.36 lacs and the Profit before Exceptional items and Tax has been Rs.11.36 lacs. Your Company has paid a tax of Rs.2.86 lacs for the year under review. The net profit after Tax for the year is Rs.8.50 lacs. Your Company has accumulated losses of Rs.201.27 lacs for the Financial Year ended 31.03.2025 after adjusting the tax expense of Rs.2.89 lacs related to FY.2023-24.

The new management has identified Packaging Materials business as a new area. The new management has the expertise and experience to run this type of business.

DIRECTORS

As the shareholders are aware, the appointment of Mr Pavan Kumar Matli (Din No.02438906) as Whole Time Director expired on 30^th June, 2025. The Board of Directors have in their meeting held on 13th Aug., 2025, subject to the approval of shareholders in the forthcoming AGM, re-appointed Mr Pavan Kumar Matli as MANAGING DIRECTOR for a further period of five years with effect from 1^st July, 2025 on the remuneration, terms and conditions recommended by the remuneration committee as set out in the Explanatory statement.

At the ensuing AGM Shri Vangallu Kodandaram (DIN:06967765) retires by rotation and is eligible for re-election. Resolution seeking approval of shareholders for re-appointment of this director forms part of the Notice.

Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as Independent Directors. The shareholders have appointed both of them as Independent Directors in the last AGM by Special Resolutions for a term of four years w.e.f. 9^th Aug.2024 and 8^th Nov., 2024 respectively. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31.03.2025 are Shri.Pavan Kumar Matli, Whole Time Director, Shri.E.D.Mohanan Menon, Company Secretary and Shri.Nandhivarman G, Chief Finance Officer. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2024, the Board had five members, consisting of a Whole Time Director, two non-executive and non-independent directors and two independent directors. One of the directors of the Board is a woman. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available elsewhere this Report.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website

BOARD MEETINGS

During the Financial Year ended 31.03.2025, Board Meetings held on 23.04.24, 24.05.24, 14.08.24, 22.08.24, 13.11.24 and 13.02.25 and Independent Directors held a separate meeting on 31^st March, 2025.The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Your Company has a policy of appointing adequately qualified persons only to the Board keeping in view the requirements of listing agreement with the stock exchanges and the Corporate Governance guidelines.

COMMITTEE MEETINGS

During the Financial Year under reporting, Audit Committee met on 23.04.24, 24.05.24, 14.08.24, 22.08.24, 13.11.24 and 13.02.25. Stake holders Grievances Committee met on 10.04.24, 10.07.24, 09.10.24 and 09.01.25. Nomination and Remuneration Committee met on 24.05.24, and 22.08.24. Share Transfer Committee met on 01.10.24, 24.12.24 and 21.01.25.

INDEPENDENT DIRECTORS

Shri Kranthi Kumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as Independent Directors. The shareholders have appointed both of them as Independent Directors in the last AGM by Special Resolutions for a term of four years w.e.f. 9^th Aug.2024 and 8^th Nov., 2024 respectively. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations.

Independent directors held a separate meeting on 31^st March, 2025 to review the operations, evaluate other directors and assess the flow of information to shareholders and regulatory compliances.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation program. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

BOARD COMMITTEES

As on March 31, 2025, the Board had four committees: the Audit Committee, the Nomination and Remuneration Committee, the Share transfer Committee and the Stakeholders Relationship Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees are as under:

AUDIT COMMITTEE

Shri.KrantiKumar Chimakurthi an Independent Director continues as Chairman and Shri.Vamsidhar Reddy Mandipati, another Independent Director and Mr.Pavan Kumar Matli, Whole time Director continues as Members. Audit Committee met six times during the Financial Year on 23.04.24, 24.05.24, 14.08.24, 22.08.24, 13.11.24 and 13.02.25. Shri.E.D.M.Menon, Company Secretary is Secretary to the Committee.

The role and duties of the audit committee have been defined by the Board of directors and generally cover the areas mentioned under SEBI LODR Regulations, 2015 besides other terms as may be referred to the Committee by the Board of Directors from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Shri.Vangallu Kodanda Ram,Director continutes as Chairman and Shri Matli Pavan Kumar, WTD, and Shri Vamsidhar Reddy Mandipati, Independent Director continue as Members. Stakeholders Grievances Committee met four times during the Financial Year on 10.04.24, 10.07.24, 09.10.24 and 09.01.25. Shri EDM Menon, Company Secretary is the compliance officer. The Company has attended to all valid requests for transfer received during the year ended 31st March, 2025 and no such transfer is pending.

NOMINATION & REMUERATION COMMITTEE

Shri.Vamsidhar Reddy Mandipati, Independent Director continues as Chairman and Shri.Krantikumar Chimakurthi and Shri.Vangallu Kodanda Ram continue as Members. The Committee met twice during the Financial Year on 24.05.24 and 22.08.24 to review the remuneration of Directors, Executives and others.

SHARE TRANSFER COMMITTEE

The Share Transfer Committee has been formed to look into share transfer and related applications received from Shareholders, with a view to accelerate the transfer procedures. Shri Matli Pavan Kumar, WTD continues as Chairman and Shri V.Kodanda Ram and Dr,Matli Sruthakeerthi c ontinue as Members. The Committee inter-alia considers applications for transfer, transmission, split, consolidation of share certificates and cancellation of any share certificate in compliance with the provisions in this regard. As per Regulation 40 of Listing Regulations, as amended, shares of the Company can be transferred only in dematerialized form with effect from, 1st April, 2019, except in case of request received for transmission or transposition of securities. The Committee is authorised to sign, seal or issue any new share certificate as a result of transfer, consolidation, splitting or in lieu of share certificates lost, defaced or destroyed. The Committee meets as and when there are matters to be considered by them. Share Transfer Committee met thrice on 01.10.24, 24.12.24 and 21.01.25 during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has advanced a loan of Rs.100.00 lakhs to M/s. Diadem Enterprises Pvt Ltd., Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. Diadem Enterprises Pvt. Ltd. is the manufacturer of multi colour labels for various products. Other than this, your Company has not given any loan, provided any guarantees or made any investments in any other company.

CHANGE OF REGD. OFFICE & CORPORATE OFFICE.

For Operational reasons, your companys Regd. Office was shifted to No.34, Andal Nagar, Baluchetty Chatram, Kancheepuram Taluk, Kancheepuram Distt. Pin Code 631 551 w.e.f. 01^st Oct., 2023. During the current year, Corporate office was also shifted to Wellington Plaza, No.90, Room No.16, Ground Floor, Anna Salai, Chennai 600 002.

CORPORATE SOCIAL RESPONSIBILITY

The Company is fully aware of its corporate social responsibility. Your company is not presently involved in any manufacturing activity and is making very negligible profit. As it is involved in trading activities in a limited way right now, it has very limited employees. When it expands its operations, it will earmark a part of its revenue for social initiatives in and around the area of its operations.

RISK MANAGEMENT POLICY

The Company will have a risk management policy as and when it restarts its trading/manufacturing operations in a large scale. Companys risk will be covered adequately by insurance policies in the long term.

FIXED DEPOSITS

Your Company has not accepted or invited any fixed deposits including from the Public and, as such, no amount of principal or interest was outstanding as of Balance Sheet date.

STATUTORY AUDITORS

At the 32nd AGM held on 28th Sept., 2022 the Members approved appointment of M/s.K.Gopal Rao & Co, Chartered Accountants, Chennai (Firm Registration No.000956S with the Institute of Chartered Accountants of India). Resolution to appoint them as Statutory Auditors for a term of five years from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting to be held in Sept., 2027. Resolution to approve their remuneration for the financial year 2025-26 forms part of this notice.

The Audit Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (appointment of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed Mr.T.Durga Prasad, Practising Company Secretary, Chennai, Membership No.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2025. The Secretarial Audit Report in the Prescribed Form No.MR 3 dated 21st August, 2025 is annexed as Annexure C. Mr.Durga Prasad has shown his unwillingness to continue as Secretarial Auditors for 2025-26 and the Board of Directors has appointed Shri A.Kumar Reddy ICSI M.No.FCS-7162, C. P. No.7843 as Secretarial Auditors for the FY.2025-26.

It was also decided to appoint Mr.A Kumar Reddy, Practising Company Secretary and Secretarial Auditor of the Company as Scrutinizer to conduct the E voting process in a fair and transparent manner for Companys forthcoming AGM.

OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT

In the Secretarial Audit Report dt.21.08.2025, Shri T.Durga Prasad, Practicing Company Secretary, secretarial auditor of our Company has made certain observations and our reply to is as under:

Wherever there has been delay in filing forms with MCA, the same has been done by paying additional filing fee.

Observations on applicable clauses of Listing Agreement, Point No.ii (a) to (l) we wish to state that ASHIANA AGRO INDUSTRIES LTD is a small company within the meaning Reg.15(2) of SEBI LODR Rules, i.e., Paid up Equity Share Capital is less than rupees 10 crores and Net Worth is less than 25 crores as on the last day of the previous financial year. As on 31^st March, 2025, the Paid-Up Equity Share Capital of our company is Rs.458.60 lacs and Net Worth is Rs.257.32 Lacs, therefore, compliance with corporate governance provisions as specified in Reg.17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) of Sub-Regulation (2) of Rog.46 and para C, D and E of Schedule V shall not apply to ASHIANA AGRO INDUSTRIES LTD. There was slight delay in filing the exemption certificate with BSE Ltd. and in the meanwhile, BSE has issued non-compliance notices. We had replied to these notices and necessary Certificate under Reg.15(2) has been filed with BSE. While one Dept. waived off the penalty and expressed its regret for the inconvenience caused and another Dept. is yet to issue waiver letter with in BSE. We are following it up with BSE.

As far as appointment of Independent Directors , viz., Mr. Kranthi Kumar Chimakurthi (DIN: 08194180) as an Independent Director of the Company for a term of 4 years w.e.f 9th August 2024 and re-appointment of Mr.Vamsidhar Reddy Mandipati (DIN: 08268843) as an Independent Director of the Company for a term of 4 years w.e.f. 8th November 2024, we wish to clarify that both these Independent Directors were re-appointed in 2023 for a term of five years, but their appointment were done by Ordinary Resolution whereas appointments should have been done by Special Resolution. Since out of their total term of five years, one year has already elapsed and they were appointed by Special Resolution for the residual term of four years in the last AGM.

BSE has levied a penalty of Rs.5900/- for delayed filing of Related Party Transactions (RPT) which was paid on 19.12.2024.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

(a) There has been no change in the nature of business of the Company as on the date of this Report.

(b) There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. (c) There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review. The Secretarial Auditors Report is enclosed to the Boards report, which forms part of this Integrated Annual Report.

CHIEF FINANCIAL OFFICER

In accordance with the Rules, Mr.G.Nandhivarman from Chennai has been appointed as Chief Finance Officer of the Company during the Financial Year 2014-15. He continues as Chief Financial Officer. Mr.Nandhivarman is experienced and adequately qualified to look after the financial affairs of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available on Companys website.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

POLICIES

Various policies adopted by the Company on Dividend , Directors Appointment and Remuneration, Independent Director, Whistle blower, materiality of events etc. are available on the website of the company.

INTERNAL AUDITORS

To comply with the Regulatory requirements, Mr.VijayaSujanakar, Management Consultants, having his office at VGN Dynasty, Flat No.E-216, Melpakkam, Chennai 600077 was appointed an Internal Auditor of the Company from Financial Year 2017-18. Audit Committee has noted that Mr.A.VijayaSujanakar is a person with extensive experience in Accounting, Taxation and Internal Audit matters. He has agreed to continue as an Internal Auditor of the company for the financial year 2025-26 also.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

There are no particulars which are required to be furnished pursuant to Section 134 of the Companies Act, 2013 as the production activities of the Company remained suspended during the year under review. The company has neither earned nor utilized any foreign exchange during the year under review.

LISTING OF SHARES

The shares of the Company are listed with BSE Ltd., Mumbai. Jaipur Stock Exchange Ltd., Jaipur and Delhi Stock Exchange Assn. Ltd., Delhi have been derecognized by SEBI. Stock Exchange Regulations are complied with from time to time. Demat facilities are available with NSDL and CDSL. INE Number is INE709D01012 for CDSL and NSDL.

BSE FINES

BSE vide its mail dt.13.12.2024 imposed a fine of Rs.5000/- plus GST @ 18% totalling Rs.5900.00 as per SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 (Chapter-VII(A)-Penal Action for Non-Compliance of Regulation 23 (9) with respect to disclosure of related party transactions on consolidated basis for the half year ended 30^th Sept., 2024. The fine has been paid through NEFT No.KKBKH24354938774 on 19.12.24 through Kotak Mahindra bank.

COMPULSORY DEMAT OF SHARES

As per SEBI/BSE directive no Shares of your company can be transferred in physical form. Therefore, Shareholders are requested to Demat their holdings without delay.

KYC UPDATION / INFORMATION

As per SEBI directive all shareholders may update with the company/Registrars their Aadhar Number, PAN Number and Bank Account Details.

REGISTRARS AND SHARE TRANSFER AGENT

M/s.MUFG Intime India Pvt. Ltd. (formerly LinkIntime India Pvt. Ltd,) Noble Heights, 1^st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058, Phone: +91 11 49411000 Extn-7106, Fax: +91 11 4141 0591 continue to be Companys Registrar and Share Transfer Agents. All Members are requested to contact them for any kind of share related matters.

IMPLEMENTATION OF THE CORPORATE GOVERNANCE

A detailed report on Corporate Governance is annexed hereto and forms an integral part of this Report

PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Company has no woman employee as of now as the company is on the lookout for new projects. The company will have adequate mechanism as laid down under the Rules for prevention and prohibition of sexual harassment of women as and when it employs women.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provision of Reg.34 of the SEBI (Listing Obligations & Disclosure Requirements Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report and forms an integral part of this Report.

INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the relevant Provisions of the Companies Act, 2013, all unclaimed/unpaid dividends are required to be transferred by the company to IEPF established by the Govt. of India after the completion of seven years. Since your company has not declared any dividends over the last 20 years, there are no funds to be transferred to the IEPF.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its Officers or Employees.

VIGIL MECHANISM

The company has implemented Whistle Blower policy to enhance the vigil mechanism as envisaged in the Companies act, 2013, and the Rules prescribed under the (SEBI LO &DR) Reg. 2015 with a view to enable the Directors, employees and all stake holders of the company to report their genuine concerns without fear of victimization and to have direct access to Chairman of the Audit Committee.

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, as well as the evaluation of the working of its Audit and Nomination & Remuneration respectively. A separate exercise was carried out to evaluate the performance of individual Directors. The Chairman of the Board of Directors and the Chairman of Nomination & Remuneration Committee met all the Directors to get an overview of the functioning of the Board and its constituents inter alia on the following broad criteria i.e. attendance and level of participation, independence of judgment exercised by Independent Directors, interpersonal relationship, composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, governance issues etc. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees.

GREEN INITIATIVES

Electronic copies of Annual Report 2024-25 and the Notice of the 35th AGM are sent to all the Members whose email IDs are registered with the Company/Depository Participants. Pursuant to guidelines and regulations, Annual report is being to all shareholders in soft copy only. However, physical copies will be forwarded to all those shareholders who make a request for the same. Those who have not registered their email IDs, may please do so at the earliest.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

ANNEXURE - B TO THE DIRECTORS REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is fully aware of its social responsibility and will discharge its social obligations as and when it achieves growth in its business activities in due course of time. Your company is not presently involved in any manufacturing activity and is making very negligible profit. As it is involved in trading activities in a limited way right now, it has very limited employees. When it expands its operations it will earmark a part of its revenue for social initiatives in and around the area of its operations.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. They have prepared the annual accounts on a going concern basis; v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.