Ashirwad Steels & Industries Ltd Directors Report

Your Directors present their 39th Annual Report on the business and operations of the Company and its Audited

Statements of Accounts together with Auditors Report for the financial year ended 31^st March, 2025.

1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:

	Current Year	Previous Year
	(31.03.2025)	(31.03.2024)
	(Rs in Lakhs)	(Rs in Lakhs)
Income from Operations	429.94	439.94
(Including other Income)
Profit/(Loss) before and also after exceptional and Extra-ordinary items and before taxes	309.73	318.58
Add/(Less): Tax Expenses for the year	78.02	83.79
Add/(Less): Income Tax for earlier years	1.65	6.99
Add/(Less): Deferred Income Tax (Assets)	0.40	2.29
Net Profit/(Loss) for the year after tax	229.66	225.51
Add: Other Comprehensive income	(2.53)	21.32
Total Comprehensive income	227.13	246.83
(including Post Tax Profit/(Loss) for the year)

2. DIVIDEND:

In order to conserve resources for any new trading or industrial venture and for the working capital requirements for company s business, your Board does not recommend any dividend for the financial year under review.

3. RESERVES

No fresh amount has been transferred to the reserves by the Board during the year under review.

4. THE COMPANYS WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW

The overall working and financial performance of your company during the financial year 2024-2025 has been satisfactory.

As detailed in the prior annual reports, the company has divested all its industrial units, retaining only the LPG Bottling Plant located in Raigarh. This plant remains non-operational, as its commercial operations have proven to be neither remunerative nor economically viable. The Board had obtained authority from the members via Postal Ballot to sell this Plant; however, to date, no serious buyer or purchaser has expressed interest in acquiring said unit, or for its freehold land, which alone holds the commercial value. Your board has till now not been able to identify any economically viable trading or industrial business for the company, though sincere efforts in this direction are continuing.

During the financial year 2024-2025 your company has made fresh investments in shares, securities, bonds and mutual funds aggregating to Rs. 4.45 Crores (net of sales/redemptions) and the fair market value of total investments in such share and securities etc as on 31.03.2025 stood at Rs. 36.22 Crores. Further, your company has made fresh lending of money of an amount of Rs 4.25 Crores (Net of refunds) and the total loans advanced as on 31.03.2025 stood at Rs. 9.60 Crores and which are considered good.

Further, as far as the financials of the company are concerned for the Financial Year under review, the Company s revenue from operations stood at Rs. 180.45 lacs (previous year Rs. 158.52 lacs) and the other income stood at Rs.249.49 lacs (previous year Rs. 281.42 lacs) and hence the total income stood at Rs. 429.94 lacs (previous year Rs. 439.94 lacs). The Other Comprehensive Income (OCI) for the year stood as Rs. -2.53 lacs, (net of taxes) (previous year Rs. 21.31 lacs). The total comprehensive income for the year stood at Rs. 227.13 lacs (previous year Rs. 246.82 lacs. Your Board continues to strive for better operational and financial performance of your company.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-

During the year under review there has been no change in the nature of business of the company.

6. SHARE CAPITAL STRUCTURE OF THE COMPANY:-

During the year there has been no change in the share capital structure of the company be it the authorized equity share capital or issued and paid up equity share capital. The company s equity share capital structure as on 31.03.2025 stood as under:-

(A) Authorised Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par value) (B) Issued, Subscribed and Paid up Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each-par value fully paid ) .

Note: The Company does not have any preference share capital or any other type of equity share capital.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2025 TILL THE DATE OF THIS BOARD REPORT:

None

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE COMPANY:

None

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANYS FINANCIAL

STATEMENTS:

In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company s

Financial Statements and Operations. Kindly refer to Annexure B of the Statutory Auditors report dated 21^st May, 2025.

10. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANYS

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW AND THEIR FINANCIAL PERFORMANCE:

The Company neither has nor had in the past any subsidiary, associate or joint venture Company.

11. FIXED DEPOSIT:

The Company has not accepted any deposits during the year from the Public under section 73 or 74 (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the prescribed details under the Companies Act, 2013 are not required to be furnished.

12. STATUTORY AUDITORS:

M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the Statutory Auditors of the Company for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36^th AGM to 41^st AGM) and as such they continue to hold their office as the statutory auditors of your company.

13. AUDITORS REPORT:

The observations made in the Auditor s Report are self-explanatory and do not call for any further comments u/s 134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in their Report and their opinion is unmodified.

14. EXTRACT OF THE ANNUAL RETURN OF FINANCIAL YEAR ENDED 31.03.2025:

Pursuant to Section 92 (3) of the Companies Act, 2013 read with Section 134(3)(ca) of the Act read with Companies (Management & Administration) Amendment Rules, 2020 the Annual Return for the financial year 2024-25 is available at the Companys Official website at:www.ashirwadsteels.com.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE

EARNINGS AND OUTGOINGS.

With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ; the company has nothing to report under these heads as company did not carry out any industrial activity during the year under review . The company did not have any export turnover during the year. The informations regarding foreign currency inflows and outflows are as under:-

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings/inflows:	Nil (Previous Year: Nil)
Outgo/ outflows:	Nil (Previous Year: Nil)

16. ANNUAL EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Clause 2(f)(9) of Chapter II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI LODR Regulations"), the Board has carried out an annual performance evaluation of its own functioning, that of individual Directors, and the performance of its Audit Committee and Nomination and Remuneration Committee, in a structured and comprehensive manner. During the year under review, the Independent Directors held a separate meeting on January 24, 2025, to, inter alia, evaluate the performance of Non-Independent Directors, the Board as a whole, the Managing Director, the Whole-Time Director, and the Chairman of the Company, as well as to assess the quality and timeliness of information flow between management and the Board for effective governance. The overall performance was found to be satisfactory. As required under Regulation 17(10) of the SEBI LODR Regulations, the Board also carried out the performance evaluation of the Independent Directors (excluding the Director being evaluated) and assessed the fulfillment of independence criteria, and expressed its satisfaction with the outcome.

17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

The company has not made any application under aforesaid bankruptcy code nor is the company facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the Company in respect of the financial year 2024-2025 covered under this Report.

19. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During the year under review, Mr. Vishesh Chhibbar, an Whole Time Director who was retiring by rotation but being eligible for reappointment, was re-appointed as the Director of the Company through e-voting in the 38th AGM held on 24th June, 2024.

Further, during the year, Shri Pravin Kumar Chhabra was appointed as the new Non Executive Independent Director for a tenure of five years (i.e., from 15.04.2024 to 14.04.2029) by the board of directors in their meeting held on 15.04.2024 and which appointment was duly approved and ratified by the members in the 38th AGM held on 24th June, 2024. Further he was also made the Non executive Chairman of the company effective from 08.05.2024 by the board of directors in their meeting held on 07.05.2024.

Additionally, Shri Dalbir Chhibbar, Managing Director of the Company, was reappointed for a further period of five years from 17.05.2024 to 16.05.2029, by the board of directors in their meeting held on 15.04.2024 and his such reappointment was further ratified and approved by the members at the 38th Annual General Meeting of the company held on 24.06.2024.

Further, in its meeting held on 24.01.2025, the Board approved the reappointment of Mr. Baninder Singh Sahni as a Non executive Independent Director of the Company for the second term of five years (i.e., from 19.06.2025 to 18.06.2030), not liable to retire by rotation. His reappointment is subject to the approval of the members by way of a special resolution, which has been included in the agenda of the forthcoming 39th AGM of the Company.

Mrs. Sushma Chhibbar, Non-Executive Director of the Company, is retiring by rotation at the conclusion of the forthcoming 39th AGM, and being eligible, has offered herself for reappointment. Your Board recommends her reappointment.

Mrs. Sonal Agarwal (ICSI Membership No. ACS 68219), who was appointed as the Company Secretary and Compliance Officer with effect from 07.11.2023, continues to hold the said position as on the date of this Report.

B) Declaration an Independent Director(s) and Re-appointment, if Any:

Declaration given by Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been received and taken on record.

20. BOARD MEETINGS HELD DURING THE YEAR:

During the year the Board of Director s Meetings were held on five occasions e.g. 15-04-2024, 07-05-2024, 26-07-2024, 25-10-2024 and 24-01-2025.

21. AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP

COMMITTEE:

There have been changes in the composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the company during the year under review and the particulars of the same have been stated in Annexure-I , report on corporate governance of this annual report.

22. LOANS, GUARANTEES AND INVESTMENTS:

Regarding loans given by the Company and for the investments made by the Company during the year under review; please refer to the Note No. 5 and 10 respectively in the annual Financial Statements of Accounts. However, during the financial year under review the Company has not given any guarantee of any kind to any person or to any Bank or Financial Institution.

23. RELATED PARTY TRANSACTIONSAS PER SECTION 188(1) COMPANIES ACT, 2013:

The company has paid Rs. 9.00 lacs to a related party as office rent and has also paid Rs. 12.00 lacs as remuneration to the Managing Director and Rs 7.80 Lacs to Whole Time Director. These Related Party transactions are in the normal course and are not considered to be material and hence approval of the same from the shareholders is not required. Please refer to Form AOC-2 annexed with this Board Report and which forms part of it. The details of payment made to other related parties as defined under Ind-AS Accounting Standards are as per Note No 26(5) on the annual financial statements.

24. MANAGERIAL/DIRECTORS REMUNERATION:

The particulars of the same are as mentioned in the annexure -I , Corporate Governance Report annexed to this Annual Board Report.

25. CORPORATE GOVERNANCE:

In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2024-25 is given in

"Annexure- I" which forms part of this annual board Report.

26. SECRETARIAL AUDIT REPORTAND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH

PRESCRIBED SECRETARIAL STANDARDS:

The Annual Secretarial Audit Report for the financial year ended March 31, 2025, along with "Annexure A," dated May 20, 2025 (in the prescribed Form No. MR-3), issued by the Secretarial Auditors, M/s Patnaik & Patnaik, Company Secretaries, is annexed hereto and forms part of this Board Report as "Annexure II."

The Secretarial Compliance Report, also dated May 20, 2025, for the financial year ended March 31, 2025, relating to compliance with applicable SEBI Regulations, Circulars, and guidelines issued there under, pursuant to Regulation 24A of the Listing Regulations, issued by the aforesaid Secretarial Auditors, is annexed as

"Annexure III" and forms part of this Board Report.

The Company has complied with all Secretarial Standards as prescribed by the Institute of Company Secretaries of India, namely Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2).

27. RISK MANAGEMENT POLICY:

The Company has, laid down procedures to inform the Board of Directors about Risk Assessments and it s minimization procedures. The Board has also framed and implemented the Risk Management Plan for the Company to the extent it was possible, feasible and practical. The formation of Risk Management Committee is not applicable to the Company as the requirement is applicable to only top 1000 listed entities on the basis of market capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.

28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER

PARTICULARS AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

(a) During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs 7,80,000/- was paid to the whole time director and Director s sitting fees of Rs. 45,000/-was paid to the Independent

Directors for attending the Board Meetings and none of the other directors received any remuneration and therefore, the computation of ratio of remuneration of each Director to the median remuneration of the employees of the Company are not furnished. The remuneration paid and/or payable to the Key

Managerial Personnel s is very reasonable and commensurate with their performances and overall work load. The remuneration paid to the employees is as per the remuneration policy of the Company, which is dynamic in nature and changes as per changing times and as per the financial performance of the Company and of an individual employee including their work experience, competency, job profile, skill and seniority.

(b) No employee of the Company during the financial year was in receipt of remuneration aggregating to Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per month if employed for a part of the financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company. The number of permanent employees as at year-end was seven and the ratio of remuneration paid to Managing Director and executive director to median remuneration of the employees was 1.11 : 1.

29. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION &REDRESSAL) ACT, 2013:

The Board of Directors and/or the Management of the Company have not received any complaint on this account from any of the employees of the Company or from any other person.

30. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states:-

(i) That in the preparation of the annual accounts for the financial year ended 31^stMarch, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2025 and of the profit of the Company for that period.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31^stMarch, 2025 on a going concern basis.

(v) That the Directors had laid down internal financial controls, which are to be followed by the Company, and that such internal financial controls are adequate and were operating effectively.

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

31. ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance and co-operation received from the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for the services and contribution of the employees.

Place: Kolkata	For and on behalf of the Board
Dated: 21st May, 2025	Ashirwad Steels & Industries Limited
	DalbirChhibbar	Vishesh Chhibbar
	Managing Director	Whole Time Director
	(DIN:00550703)	(DIN: 03553892)