Ashirwad Steels & Industries Ltd Directors Report

Your Directors present their 40th Annual Report on the business and operations of the Company and its Audited

Financial Statements together with the Auditors Report for the financial year ended 31^st March, 2026.

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

	Current Year (31.03.2026)	Previous Year (31.03.2025)
	(Rs in Lakhs)	(Rs in Lakhs)
Income from Operations	416.34	429.94
(Including Other Income)
Profit before Exceptional Items and Tax	267.59	309.73
Add/(Less): Tax Expenses for the year	67.71	78.02
Add/(Less): Income Tax for earlier years	(-) 1.78	1.65
Add/(Less): Deferred Income Tax (Assets)	(-) 0.36	0.40
Net Profit/(Loss) for the year after tax	202.02	229.66
Add: Other Comprehensive income	(-) 0.75	(2.53)
Total Comprehensive income (including Post Tax Profit/(Loss) for the year)	201.27	227.13

2. DIVIDEND:

In order to conserve resources for any new trading or industrial venture and for the working capital requirements for companys 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 2025 2026 has been satisfactory. Your Directors are pleased to present that the Company has continued to maintain stability in its operations and has focused on prudent financial management, effective deployment of resources, and strengthening of its investment and lending portfolio during the year under review.

As detailed in the earlier Annual Reports, the Company has already divested all its industrial units, retaining only the LPG Bottling Plant situated at Raigarh, Chhattisgarh. The said plant continues to remain non-operational, as its commercial operations have not been found to be remunerative or economically viable. The Board had earlier obtained approval of the Members through Postal Ballot for the sale of the said Plant; however, despite continuous efforts, no serious buyer or purchaser has shown interest in acquiring the said unit or its freehold land, which presently holds the primary commercial value. Your Board has also not yet been able to identify any suitable and economically viable industrial or trading business opportunity for diversification; however, sincere and continuous efforts are being made in this direction with a view to enhancing long-term shareholder value. During the financial year 2025 2026, the Company continued its core activities of making investments in shares, securities, bonds, and mutual funds, along with the business of lending of money.

During the year under review, the Company made fresh investments in shares, securities, bonds and mutual funds aggregating to Rs. 5.66 Crores (net of sales/redemptions), and the fair market value of total investments in such shares and securities as on 31st March, 2026 stood at Rs. 41.86 Crores (Previous Year: Rs. 36.20 Crores). Further, the Company made fresh lending of money amounting to Rs. 6.95 Crores (net of repayments), and the total loans advanced as on 31st March, 2026 stood at Rs. 16.55 Crores, which are considered good and recoverable (Previous Year: Rs. 9.60 Crores).

As regards the financial performance of the Company for the financial year under review, the revenue from operations stood at Rs. 206.68 Lakhs (Previous Year: Rs. 180.45 Lakhs), while Other Income stood at Rs. 209.65 Lakhs (Previous Year: Rs. 249.49 Lakhs), resulting in Total Income of Rs. 416.34 Lakhs (Previous Year: Rs. 429.94 Lakhs). The Other Comprehensive Income (OCI) for the year stood at Rs. (0.75) Lakhs, net of taxes (Previous Year: Rs. (-2.53) Lakhs), and the Total Comprehensive Income for the year stood at Rs. 201.27 Lakhs (Previous Year: Rs. 227.13 Lakhs).

Your Board remains committed towards improving the operational and financial performance of the Company and continues to explore suitable avenues for growth, expansion, and sustainable value creation for all stakeholders.

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 companys equity share capital structure as on 31.03.2026 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 31.03.2026 TILL THE DATE OF THIS BOARD REPORT:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year on March 31, 2026 and the date of this Report, except as otherwise disclosed in this Annual Report.

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

No significant or material order was passed by any regulator, court or tribunal during the year that materially affected the Companys going-concern status or its future operations. Procedural stock-exchange communications and related matters, if any, are separately set out in the Secretarial Audit Report and the Annual Secretarial Compliance Report.

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 Companys

Financial Statements and Operations. Kindly refer to Annexure ‘B of the Statutory Auditors report dated 22^nd May, 2026.

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 to 76 and applicable deposit rules (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 Auditors 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. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Amendment Rules, 2020, the Annual Return of the Company as on 31st

March, 2026 shall be made available on the Companys official website at www.ashirwadsteels.com after filing the same with the Registrar of Companies.

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 Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, individual Directors, and the Independent Directors in a structured and comprehensive manner.

During the year under review, the Independent Directors held a separate meeting on 06th February, 2026, without the attendance of Non-Independent Directors and members of management, to, inter alia, review the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company after taking into account the views of Executive and Non-Executive Directors, and assess the quality, quantity and timeliness of flow of information between the management and the Board necessary for the Board to effectively and reasonably perform its duties.

The Board also carried out the annual performance evaluation of the Independent Directors and expressed its satisfaction with their performance, expertise, and independent judgment. The performance evaluation of the Chairman, Managing Director, Whole-Time Director, Audit Committee, and Nomination and Remuneration Committee was also found to be satisfactory.

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 2025-2026 covered under this Report.

19. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During the financial year 2025 2026, there was no change in the overall composition of the Board of Directors and Key Managerial Personnel of the Company by way of any new appointment, resignation, removal, or cessation. All the existing Directors and Key Managerial Personnel continued to hold their respective offices during the year under review.

At the 39th Annual General Meeting of the Company held during the previous financial year, Mrs. Sushma Chhibbar, Non-Executive Director, who was liable to retire by rotation, was re-appointed as Director of the Company, being eligible and offering herself for re-appointment. Further, the Members also approved, by way of Special Resolution, the re-appointment of Mr. Baninder Singh Sahni as a Non-Executive Independent Director of the Company for his second term of five consecutive years commencing from 19th June, 2025 up to 18th June, 2030, not liable to retire by rotation.

Mrs. Sonal Agarwal (ICSI Membership No. ACS 68219), who was appointed as the Company Secretary and Compliance Officer of the Company with effect from 07th November, 2023, continues to hold the said position as on the date of this Report.

Mr. Vishesh Chhibbar (DIN: 03553892), Whole-time Director of the Company, retires by rotation at the conclusion of the forthcoming 40th Annual General Meeting (AGM) and, being eligible, has offered himself for reappointment. Your Board recommends his re-appointment for the approval of the Members.

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. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of the management.

20. BOARD MEETINGS HELD DURING THE YEAR:

During the year the Board of Directors Meetings were held on four occasions i.e., 21-05-2025, 08-08-2025, 06-11-2025 and 06-02-2026.

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

COMMITTEE:

There have been no 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 relevant Notes 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 TRANSACTIONS AS PER SECTION 188(1) COMPANIES ACT, 2013:

All transactions with related parties during the year were entered into in the ordinary course of business and on an arms-length basis. No material related-party transaction requiring approval of the shareholders under Regulation 23 of the SEBI Listing Regulations was entered into during the year. The particulars required to be disclosed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Form AOC-2 are annexed to this Report. Disclosures in accordance with Ind AS 24 are set out in Note 27(5) to the 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 2025-26 is given in

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

26. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH

PRESCRIBED SECRETARIAL STANDARDS:

The Annual Secretarial Audit Report for the financial year ended March 31, 2026, along with "Annexure A," (in the prescribed Form No. MR-3), issued by the Secretarial Auditors, M/s RSG & Associates, Company Secretaries, is annexed hereto and forms part of this Board Report as "Annexure II."

The Secretarial Compliance Report for the financial year ended March 31, 2026, 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 its minimisation 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 Directors sitting fees of Rs. 40,000/-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 Personnels 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 HARASSMENT 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^st March 2026, 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 31.03.2026 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, 2026 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 cooperation 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: 22nd May, 2026	Ashirwad Steels & Industries Limited
	Dalbir Chhibbar	Vishesh Chhibbar
	Managing Director	Whole-time Director
	(DIN: 00550703)	(DIN: 03553892)