Ashoka Metcast Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 17 th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31/03/2026.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results				(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	Year ended 31/03/2026	Year ended 31/03/2025	Year ended 31/03/2026	Year ended 31/03/2025
Total Income	436.49	479.74	3732.21	4,353.66
Total Expenses	369.41	209.65	2348.38	3,742.87
Profit/(Loss) before Depreciation	95.34	277.02	1468.05	676.55
Depreciation	28.25	06.92	84.22	65.76
Profit/(Loss) before Tax	67.09	270.09	1383.83	610.79
Extraordinary/Exceptional items	-	-	-	-
Provision for Taxation	-	-	-	-
Current Tax	17.52	31.07	326.70	89.26
Deferred Tax	(0.64)	0.01	-22.85	-26.98
MAT Credit Entitlement	-	-	-	-
Less: Minority Interest in subsidiary profit	-	-	-	-
Add: Share in Associate	-	-	-	-
Profit/(Loss) after Tax	50.20	239.01	1079.98	548.52

2. OVERVIEW OF COMPANYS PERFORMANCE:

The Company is into the business of trading of steel, trading of goods and others. The standalone revenue from operations was Rs. 326.18 Lakhs as compared to the Rs. 179.78 Lakhs revenue from operations during the previous year. The standalone profit after tax was Rs. 50.20 Lakhs as compared to the standalone profit after tax was Rs. 239.01 Lakhs in the previous year.

The consolidated revenue from operations was Rs. 2,770.25. Lakhs in the reporting financial year as compared to Rs. 3896.26 Lakhs in the previous financial year. The consolidated profit after tax was Rs. 1079.98 Lakhs in the current financial year compared to Rs. 548.52 Lakhs in the previous financial year.

During the year, the Company recorded improved standalone revenue and robust growth in consolidated profitability, notwithstanding the moderation in standalone profit compared to the previous financial year.

3. DIVIDEND:

After considering the financial position of the Company, future business requirements, and the need to conserve resources for sustainable growth, the Board of Directors has decided not to recommend any dividend for the financial year under review.

4. TRANSFER TO RESERVES:

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year under review. The entire balance of the profit for the year forms part of the Surplus under the head Other Equity in the Standalone Financial Statements.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each.

The Authorized Share Capital of the Company is Rs. 95,00,00,000/- divided into 9,50,00,000 Equity Shares of Rs. 10/- each.

The members of the Company by Postal Ballot through remote e-voting on 06/08/2025 (last date of postal ballot), approved increase in Authorized Share Capital from Rs. 75,00,00,000/- (Rupees Seventy Five Crore only), divided into 7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 95,00,00,000/- (Rupees Ninety Five Crore only) divided into 9,50,00,000 (Nine Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

The issued, subscribed and paid up equity capital is Rs. 24,99,60,000/- (Twenty Four Crore Ninety Nine Lakh Sixty Thousand only) divided into 2,49,96,000 (Two Crore Forty Nine Lakh Ninety Six Thousand) equity shares of face value of Rs. 10/- (Rupees Ten) each.

6. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review.

7. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

8. STATE OF COMPANY AFFAIRS:

The state of your Companys affairs is given under the heading Financial Summary/ Highlights, Overview of Companys Performance and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

9. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The activities carried out by the Company are not power intensive and the cost of the energy is insignificant. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

Annual Report 2025-26 Ashoka Metcast Limited

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Rhetan TMT Limited is the Subsidiary of the Company. There are no any joint venture and associate companies of the Company. There has been no material change in the nature of the business of the subsidiary.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements shall be placed on the website of the Company at www.ashokametcast.in.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Companys subsidiary in Form AOC-1 is attached herewith as ANNEXURE-I .

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

15. MEETING OF BOARD OF DIRECTORS:

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year under the review, the Board met 11 (Eleven) times during the year on 01/04/2025, 14/05/2025, 23/05/2025, 28/05/2025, 04/07/2025, 11/08/2025, 30/08/2025, 11/11/2025, 13/12/2025, 30/01/2026 and 13/02/2026 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.

For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

16. MEETING OF MEMBERS:

16 th Annual General Meeting of the members of the Company was held on 26/09/2025.

During the year under review, No Extra Ordinary General Meeting was held.

17. POSTAL BALLOT:

During the year under review, the Company conducted Postal Ballot (through E-voting) process pursuant to Section 110 of the Companies Act, 2013 read with rule 22 of the Companies (Management and Administration) Rules, 2014. The Board had appointed Mr. Chintan K. Patel, (Membership No.: 31987, COP: 11959), Practising Company Secretary as the Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner.

Based on the Scrutinizers Report, the following resolution(s) were passed with requisite majority.

Sr. No.	Particular of Resolutions	No. of Votes				Passed as	Postal Ballot period
		For	%	Against	%
1	Approval of payment of remuneration to Mr. Ashok Chinubhai Shah (DIN: 02467830), Managing Director of the Company	13533447	99.57	58001	0.43	Special Resolution	Wednesday, 28 th May, 2025 (9:00 A.M. IST) to Thursday, 26 th June, 2025 (5:00 P.M. IST)
2	Regularization of appointment of Mr. Umangkumar Hirabhai Patel (DIN: 11104737) as a Non-Executive Independent Director of the Company	13535472	99.59	55976	0.41	Special Resolution	Wednesday, 28 th May, 2025 (9:00 A.M. IST) to Thursday, 26 th June, 2025 (5:00 P.M. IST)
3	Increase in Authorised Share Capital of the Company	13657816	99.99	1301	0.01	Ordinary Resolution	Tuesday, 8 th July, 2025 (9:00 A.M. IST) to Wednesday, 6 th August, 2025 (5:00 P.M. IST.)
4	Regularization of Appointment of Mr. Kunjan Nathabhai Rathod (DIN: 10964701) as a Non-Executive Independent Director of the Company	13457464	99.32	92659	0.68	Special Resolution	Tuesday, 3 rd February, 2026 (9:00 A.M. IST) to Wednesday, 4 th March, 2026 (5:00 P.M. IST)
5	Alteration (Addition) in Object Clause of the Memorandum of Association of the Company	13549594	100.00	124	0.00	Special Resolution	Tuesday, 3 rd February, 2026 (9:00 A.M. IST) to Wednesday, 4 th March, 2026 (5:00 P.M. IST)

18. COMMITTEES OF THE BOARD:

The Company had constituted its committees to comply with section 177 and 178 of the Companies Act, 2013 and as per regulation 18, 19 and 20 of SEBI Listing Regulations. There are currently three committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

19. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://www.ashokametcast.in/Investor%20Desk.html

20. INSURANCE:

All the Properties of the Company are adequately insured.

21. RELATED PARTY TRANSACTIONS:

There was related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE-II .

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a halfyearly basis.

Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Sr. No.	Disclosure of loans / advances / investments / Outstanding during the year	As at 31 st March, 2026 (Rs. in Lakhs)	Maximum amount during the year (Rs. in Lakhs)
1	Loans and advances in the nature of loans to subsidiary	2693.60	2693.60
2	Loans and advances in the nature of loans to associate	-	-
3	Loans and advances in the nature of loans to firms/companies in which directors are interested	2693.60	2693.60

Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.

22. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:

> Mr. Umangkumar Hirabhai Patel (DIN: 11104737) was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 14/05/2025. Further, his appointment was regularized by the members of the Company by way of postal ballot through e-voting on 26/06/2025.

Further, he resigned from the post of Independent Director w.e.f. 17/09/2025 due to personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.

> Mr. Harshil Vyas was appointed as the Chief Financial Officer of the Company w.e.f. 01/04/2025. Further, he resigned from the post of Chief Financial Officer w.e.f. 16/05/2026 due to personal reasons.

> Mrs. Payal Punit Pandya, Company Secretary and Compliance Officer of the Company has tendered her resignation w.e.f 29/04/2025 due to pre-occupancy elsewhere.

> Further, Mrs. Riddhi Mit Shah, was appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors in their meeting held on 23/05/2025. Further, due to better career opportunity elsewhere, she resigned w.e.f. 30/04/2026.

> Mr. Kunjan Nathabhai Rathod (DIN: 10964701) was appointed as the Additional Director (Independent Director Category) of the Company w.e.f. 13/12/2025. Further, his appointment was regularized by the members of the Company by way of postal ballot through e-voting on 04/03/2026.

> Mrs. Deepti Gavali (DIN: 10272798), Independent Director of the Company resigned from the office of director w.e.f. 07/08/2026, citing personal reasons. The Company had received a confirmation from her that there are no material reasons for her resignation other than the reasons provided by her.

> Mr. Ankur Rastogi was appointed by the Board of Directors in their meeting held on 29/07/2026, as the Company Secretary & Compliance Officer of the Company w.e.f. 29/07/2026.

> The Board of Directors had appointed Mrs. Jhanvi Sethi (DIN: 08593000) as Additional (Independent) Directors of the Company w.e.f. 12/08/2026, subject to members approval. The business of regularization of her appointment is being placed before the members at the Annual General Meeting.

> Mr. Chandrakant Chauhan was appointed by the Board of Directors in their meeting held on 12/08/2026, as the Chief Financial Officer of the Company w.e.f. 12/08/2026.

> In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shalin Ashok Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time till they continues to hold the office of an independent director.

Further, in the opinion of the Board of Directors of the Company, all the Independent Directors are persons having high standards of integrity and they possess requisite knowledge, qualifications, experience (including proficiency) and expertise in their respective fields.

23. SHIFTING OF REGISTERED OFFICE ADDRESS OF THE COMPANY:

The Board of Directors of the Company in its meeting held on 12/08/2026, approved shifting of registered office of the Company from 7 th Floor, Ashoka Chambers, Opp. HCG Hospital, Mithakhali Six Roads, Mithakhali - 380 006, Ahmedabad, Gujarat, India to Corporate House-2, Anam-2, Iscon Ambli BRTS Road, Nr. Vakil Saheb Bridge, Ambli, Ahmedabad - 380 058, Gujarat, India.

24. INSERTION OF NEW OBJECT CLAUSE IN THE MAIN OBJECT CLAUSE OF MOA:

During the year under review, the members of the Company have approved by passing resolution through Postal Ballot (remote e-voting) on Wednesday, 4 th March, 2026 for the alteration (addition) in the main object clause of Memorandum of Association (MoA) of the Company.

New object has been inserted in the Main Object Clause of the MoA of the Company by inserting III [A] (6) as under:

6. To carry on the business of trading, buying, selling, importing, exporting, investing in, arbitraging, hedging and otherwise dealing in commodities of every kind and description, permitted by law, whether agricultural or non-agricultural, including metals (precious and base), bullion, minerals, energy products, soft commodities, hard commodities and allied products, in physical form and/or through spot, forward, futures, options and other derivative or commodity-linked contracts, on recognized or unrecognized markets or otherwise, in India or abroad.

25. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-III.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as ANNEXURE-IV.

28. CEO AND CFO CERTIFICATION:

Mr. Ashok Shah, Managing Director and Mr. Harshil Vyas, former CFO had given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as ANNEXURE-V.

29. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with scrip code 540923 & with security Symbol ASHOKAMET. The Company confirms that the annual listing fee to the stock exchange for the financial year 2026-27 has been paid.

30. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2025-26.

31. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31/03/2026.

32. INDEPENDENT DIRECTORS MEETING:

Independent Directors of the Company had met during the year under the review on 23/03/2026. The Independent Directors in its meeting reviewed and considered:

• The performance of Non-Independent Directors and the Board of Directors;

• The performance of the Chairperson of the Company;

• Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

33. AUDITORS:

A. Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN: 109850W), were appointed as Statutory Auditors of the company from the conclusion of 13 th Annual General Meeting of the company till the conclusion of 18 th Annual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing and Disclosure Requirements) Regulations, 2015, the members of the Company at the 16 th Annual General Meeting of the Company approved appointment of Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad (having COP No. 11959 and Peer review No. 2175/2022), as the Secretarial Auditor of the company for a term of 5 (five) consecutive years from financial years from 2025-26 to 2029-30.

Mr. Chintan K. Patel, Practicing Company Secretaries have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company in terms of provisions of the Act & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the financial year ended 31 st March, 2026 is annexed herewith as ANNEXURE- VI to this Report.

The observations of the Secretarial Auditors in the Secretarial Audit Report are as follows:

The Company had complied with all provisions of the section 186 of the Companies Act, 2013, except non charging of interest as per section 186 (7) in respect of some of the loans granted by the Company.

Boards Comments:

The loans were granted for genuine business purposes and, considering the commercial rationale and circumstances of the transactions.

34. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

35. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.

36. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has maintained adequate internal financial controls commensurate with the nature and scale of its operations. These controls are designed to ensure the safeguarding of assets, accuracy of accounting records, compliance with applicable laws and regulations, and reliability of financial reporting. The internal financial control system and the compliance framework are reviewed periodically by the Management and the Audit Committee to ensure their continued adequacy and effectiveness.

37. RISK MANAGEMENT:

The Company has in place a structured risk management process for identifying, evaluating and managing business risks. The Management periodically reviews the key risks affecting the Companys operations and implements appropriate mitigation strategies. The Board is kept informed of significant risks and the measures adopted to manage them, thereby ensuring a proactive approach towards risk management.

38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee The details of Complaint pertaining to sexual harassment are provided as under:

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

40. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

41. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

42. AGREEMENTS AFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

43. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. Vigil Mechanism policy is available on the website of the Company at http://ashokametcast.in/Reports/Policy/whistle-blower-policy.pdf

During the year under review, Company has not received any complaint under the vigil mechanism.

44. PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for regulating, monitoring and reporting trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. In accordance with the Code, the trading window is closed during specified periods, and Designated Persons are permitted to trade in the Companys securities only in compliance with the applicable provisions of the Code and the SEBI Regulations. During the year under review, the Company has complied with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

45. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

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

ii. 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 31/03/2026 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

v. 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, and

vi. 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.

46. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. Report on Corporate Governance is attached as ANNEXURE-VII.

The Practicing Company Secretarys Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance as ANNEXURE-VIII.

47. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

48. DISCLOSURE OF FINES/PENALTIES LEVIED:

The Company could not submit the Shareholding Pattern for the quarter ended 31/12/2025 within the prescribed timeline due to the non-availability of the Beneficiary Position (Benpos) from NSDL. The Benpos was temporarily withheld by NSDL due to an apparent outstanding fee reflected in its records, although the Company had represented that no such dues were payable. The management continuously followed up with NSDL through various representations, and upon receipt of the Benpos, the Shareholding Pattern was submitted with a delay of two days. Consequently, the Company paid the applicable fines of Rs. 4,720/- (including GST) each to BSE Limited and the National Stock Exchange of India Limited.

49. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company.

Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad	For and on behalf of the Board
Date: 12/08/2026	Sd/-	Sd/-
	Ashok Shah	Shalin Shah
	Managing Director	Director
	DIN: 02467830	DIN: 00297447