Ashoka Refineries Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors have pleasure in presenting the 34^th Annual Report on the business and operation of the Company together with audited statement of accounts for the year ended on 31st March, 2025.

1. FINANCIAL RESULTS:

		(In Rs. Lakhs)
Particulars	31st March, 2025	31st March, 2024
Operating Income	31.34	148.20
Other Income	-	3.97
Total Receipts:	31.34	152.17
Total Expenses	48.02	149.91
Profit/ (Loss) Before Tax:	(16.68)	2.26
Prior Period Expenses	-	-
Tax Expenses	-	-
Current Tax	-	0.57
Less: MAT Credit Entitlement	-	-
Profit/ (Loss) for the period:	(16.68)	1.69
Other comprehensive income	2.00	(1.88)
Total Comprehensive Income for the period	(14.68)	(0.19)

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

During the fiscal year under review, the Company recorded a turnover of Rs. 31.34 Lakhs, reflecting a decline compared to the previous year. This downturn underscores the difficult market conditions and challenges encountered during the year. The Company also reported a net loss of Rs. 16.68 Lakhs, a reversal from the prior years financial performance.

Despite these setbacks, the Board of Directors is actively pursuing strategic measures aimed at driving future growth. They remain optimistic that, barring any unforeseen developments, the Companys performance will improve in the current year. The Board is committed to steering the Company through these headwinds and is confident that its ongoing efforts will lay the foundation for long-term recovery and sustainable growth.

3. TRANSFER TO RESERVES

The Board has not made any transfer to reserves, as the Company incurred a loss during the financial year.

4. DIVIDEND

In view of the net loss incurred during the financial year ended 31st March 2025, the Board of Directors has not recommended any dividend, in order to conserve resources for future growth and development.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

6. LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whether relating to Stock Exchange, Depositories and Registrar & Transfer Agent stands paid. The Company is duly complying with all the requirements laid under SEBI (LODR) regulations, 2015. The ISIN of the Equity shares of company is INE760M01016.

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred during the current year and from the end of year till date of this report.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate Internal Control System, commensurate with its size, scale and operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation was observed.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

10. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Company does not have any Subsidiary, Joint venture or Associate Company. The Company is also not a subsidiary of any other company.

11. DEPOSITS:

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no outstanding and/or overdue deposits as at 31^st March, 2025.

12. AUDITORS

• STATUTORY AUDITORS

M/s. Batra Deepak & Associates, Chartered Accountants (FRN: 005408C) were appointed as the Statutory Auditors of the Company in the 33^rd Annual General meeting for a term of 5 years till the conclusion of 38^th Annual General Meeting of the Company to be held for the financial year 2028-29, at a remuneration to be decided by the Board of Directors in consultation with the Auditors.

• SECRETARIAL AUDITOR

In terms of provisions of Section 204 of the Companies Act, 2013 Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors in its Board meeting held on 22nd May, 2024 had appointed M/s. G Soni & Associates, a Practicing Company Secretary firm for conducting secretarial audit of the Company for the financial year under review.

• INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s Sunny Rawlani & Associates, Proprietorship Firm (FRN: 153649W) Chartered Accountant was appointed as Internal Auditor for the Financial Year 2024-25 who have tendered their resignation through the resignation letter dated 18.12.2024.

M/s Bharti Parimal Jain & Co., were appointed as the internal auditor of the Company to conduct the internal audit for the F.Y. 2024-2025 at a remuneration as may be mutually decided between the internal auditor and the board of directors of the company.

• MAINTENANCE OF COST RECORDS OR AUDIT

Your Company is neither required to appoint Cost Auditors in terms to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) nor required to maintain cost records during the year under review.

13. AUDITORS OBSERVATION/REMARKS:

• STATUTORY AUDITOR

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

• SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of the Company for the Financial Year 2024-25 is annexed herewith as ANNEXURE-B. The report does not contain any qualification, reservation or adverse remark.

• FRAUDS REPORTED 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 instances of the fraud committed by the Company, its officers and employees, the details of which would need to be mentioned in the Board Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Appointment/Re-Appointment/Cessation

As on 31st March, 2025, the Board of your Company comprises of Six Directors including three independent directors out of which one is a woman director.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are Mr. Hifzul Rahim (Managing Director); Mr. Tulsi Ram Sahu (Chief Financial Officer) and Mrs. Garima Mogha (Company Secretary) as on 31^st March, 2025.

Appointment/ Re-appointment of Director(s) during FY 2024-25

i. Re-appointment of Director retired by rotation Mr. Tulsi Ram Sahu (DIN 01395347) Executive Director of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 was re-appointed by the Members at the 33^rd Annual General Meeting (AGM) held on September 30, 2024.

ii. Director Retiring by Rotation

In accordance with provisions of the act and in terms of Articles of Association of the Company Mr. Mansoor Ahmed, a director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board of Directors has recommended his re-appointment for the consideration of the shareholders. The profile along with other details of Mr. Mansoor Ahmed are provided in the annexure to the Notice of the AGM.

iii. Appointment & Cessation

During the period under review, there was no Appointment or Cessation of any Director in the Company.

b) Declaration by Directors under Section 164

As per the Declarations received from the Directors of the company, no directors are disqualified from being appointed as Director of the Company under Section 164 of the Companies Act, 2013.

15. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravi Kamra, Mrs. Satyawati Parashar, and Mr. Aditya Sharma continue to serve on the Board as Independent Directors. The Company has received declarations from them under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the said Act. They have also confirmed that there has been no change in circumstances which may affect their status as Independent Directors.

Furthermore, in compliance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered their names in the databank maintained by the Indian Institute of Corporate Affairs (IICA).

16. SHARE CAPITAL

Authorised Capital of the Company is Rs. 3,75,00,000/- divided into 37,50,000 equity shares of Rs.10.00 each, further the issued, paid-up and subscribed capital stands at Rs.3,40,19,000.00 divided into 34,01,900 equity shares of Rs.10.00 each. There have been no changes in the Share Capital of the company. Further, the Company has not -

a. Issued any equity shares with differential Voting rights during the year.

b. Issued any sweat equity shares during the year

c. Issued employee stock options during the year.

d. Made any provision for purchase of its own shares during the year.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, prepared in accordance with the provisions of Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed as Annexure-C.

18. CORPORATE GOVERNANCE

Corporate governance is the system of rules, practices, and processes by which an organization is directed and controlled. It essentially involves balancing the interests of a companys stakeholders such as shareholders, management executives, customers, suppliers, financiers, the government, and the community. The Company being listed on Bombay Stock Exchange and has duly entered into the Listing Agreement with the Stock exchange and had been complying with all the applicable requirements of SEBI (Listing Obligation & Disclosure Requirements), 2015 from time to time.

Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V of the SEBI (LODR), Regulations, 2015 are not applicable on your company as it is not having paid up share capital exceeding rupees ten crore and net worth exceeding rupees twenty-five crore. Therefore, it is not required to provide a separate report on Corporate Governance.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company did not enter into any contracts, arrangements, or transactions with related parties that could be considered material or that require reporting in Form No. AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, Form AOC-2 is not required to be annexed to this report. However, disclosures relating to related party transactions if any entered during the relevant period, as per the applicable accounting standards, have been provided in the notes to the financial statements.

20. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of your Company is disclosed on the website of the Company http://www.ashokarefineries.com/.

21. CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy:-

The Company is not engaged in any manufacturing activity. Hence, the particulars relating to conservation of energy are not applicable.

(B) Technology Absorption

(i) Efforts made towards technology absorption: Not Applicable

(ii) Benefits derived like product improvement, cost reduction, Product development or import substitution: Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) The details of technology absorption: Not Applicable

(b) The year of import: Not Applicable

(c) Whether the technology been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: Not Applicable

(e) The expenditure incurred on Research and Development: Not Applicable

(C) Foreign Exchange earnings and outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign Exchange outgo during the year in terms of actual outflows: NIL

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act 2013. Hence, no policy or disclosures are required to be made under the said section or applicable rules.

23 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 7 (Seven) tunes during the year under review. Proper notices of the meeting were given to all the Directors and intimation were duly made to Stock Exchange regarding the conducting of the Board Meeting and its outcome.

24. BOARD COMMITTEES & ITS MEETINGS

(A) COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of your Company as on 31^st March, 2025 consisted of Six Directors with varied experience in different areas. The composition of the Board is in conformity with provisions of Section 149 of the Companies Act, 2013 and also in line with applicable provisions of SEBI (LODR) Regulation, 2015.

SR. NO.	Date Of Board Meeting	Hifzul Rahim	Tulsi Ram Sahu	Mansoor Ahmed	Ravi Kamra	Satyawati Parashar	Aditya Sharma
		M. D.	Director & CFO	Director	NEID	NEID	NEID
1.	22-05-2024	S	S		?		S
2.	05-08-2024	?	?	?	?		?
3.	20-08-2024	?	?	?	?	?	?
4.	29-08-2024	?	?	?	?	?	?
5.	13-11-2024	?	?	?	?	?	?
6.	12-02-2025	?	?		?		?
7.	22-03-2025	?	?		?		?

??? M. D. = Managing Director, NEID = Non-executive Independent Director, D= Director (B)

COMPOSITION OF COMMITTEES:

The Company has duly constituted the required Committees as per the mandate of the Companies Act, 2013 and are subsequently in line with the and applicable provisions of the SEBI (LODR), Regulations 2015 in view of good governance. The members of the Committees are duly complying with their roles and responsibilities as prescribed under the Act and Regulations from time to time.

• AUDIT COMMITTEE:

The Audit Committee comprises three directors as its members. During the year under review, the Committee met six times and deliberated on various agenda items, which were duly recommended to the Board. There were no instances during the year where any recommendation of the Audit Committee was not accepted by the Board. The members of the Audit Committee are as follows:

1. Ravi Kamra, Independent Director, Chairman

2. Tulsi Ram Sahu, Executive Director, Member

3. Satyawati Parashar, Independent Director, Member

		ATTENDANCE
SR. NO.	Date of Meeting	Ravi Kamra (Chairman)	Tulsi Ram Sahu	Satyawati Parashar
		Non-Executive Independent Director	Director & CFO	Non-Executive Women Independent Director
1.	22-05-2024	?	?
2.	05-08-2024	?	?
3.	20-08-2024
4.	13-11-2024	?	?	•/
5.	12-02-2025	?	?	•/
6.	22-03-2025

Chairman of Audit Committee was duly present at 34^th Annual General Meeting of the Company to address the shareholders.

• NOMINATION & REMUNERATION COMMITTEE:

Your Company has duly constituted Nomination & Remuneration Committee. The composition of the Nomination & Remuneration Committee is as per the mandate of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (LODR), Regulations 2015. The committee consists of all non-executive Independent Directors. The members of the Nomination & Remuneration Committee are as follows:

1. Mr. Ravi Kamra - Independent Director (Chairman)

2. Mrs. Satyawati Parashar- Independent Director (Member)

3. Mr. Aditya Sharma - Independent Director (Member)

During the year, the committee met on 22-05-2024 and 20-08-2024 with full attendance of all the members.

The contents of the Nomination & Remuneration Policy can be found on website of the company https://www.ashokarefineries.com

• STAKEHOLDERS RELATIONSHIP COMMITTEE.

The company has a duly constituted Stakeholders Relationship Committee under the provisions of Section 178 of Companies Act, 2013 and applicable provisions of the SEBI (LODR), Regulations 2015. The Committee consists of following members:

Shri Ravi Kamra, Independent Director-Chairman Shri Tulsi Ram Sahu, Director & CFO -Member Sri Hifzul Rahim, Managing Director-Member

This Committee is primarily responsible to review all matters connected with the Companys Transfer / transmission of securities and redressal of shareholders / investors / security holders complaints.

• FINANCE AND INVESTMENT COMMITTEE

The company has a duly constituted Finance and Investment Committee to invest the surplus funds of the company under the provisions of Section 179 of the Companies Act, 2013. The Committee consists of following members:

Shri Mansoor Ahmed, Director- Chairman

Shri Ravi Kamra, Independent Director- Member

Shri Tulsi Ram Sahu, Director & CFO -Member

25. MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(8) read with Schedule IV of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 22-03-2025.

The meeting was conducted without the presence of Non-Independent Directors or members of the management. The Independent Directors, inter alia

• Reviewed the performance of Non-Independent Directors and the Board as a whole.

• Evaluated the quality, quantity, and timeliness of flow of information between the Companys management and the Board for effective and reasonable performance.

The Independent Directors expressed satisfaction over the overall functioning, performance of the Board and the management, and the level of corporate governance in the Company.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements. Your Company has not extended corporate guarantee on behalf of any other Company.

27. DISCLOSURE OF REMUNERATION

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as ANNEXURE D to the Boards Report.

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules. However, no remuneration has been paid to any of the employees of the Company in excess of the prescribed limits.

28. RISK MANAGEMENT POLICY

Risk management is a critical aspect of any business, as taking calculated risks is essential for achieving success. Accordingly, the Board of Directors continuously monitors areas vulnerable to risk and takes timely and appropriate measures to mitigate them. The Companys policy is to adhere strictly to statutory requirements and proactively address potential risks to avoid penalties and legal consequences.

The policy of the Company is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc. However, the Company does not have any insurable assets during the period under review.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed: -

i. In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors have ensured that all applicable accounting policies are applied by them consistently and directors have 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 as at 31^st March, 2025 and of the profit and loss of the Company for that period;

iii. That proper and sufficient care has been taken 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 accounts for the financial year ended 31st March, 2025 have been prepared on a going concern basis;

v. That internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

vi. That proper system to ensure compliance with the provisions of all applicable laws are in place and was adequate and operating effectively.

30. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are provided in the website of the company https:// www.ashokarefineries.com

31. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company during the year under review had less than 10 employees and thus the requirement of constitution of internal complaints committee under the provisions of Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.

Details of Sexual Harassment Complaints:

During the year under review:

• No complaints of sexual harassment were received;

• No complaints were disposed of; and

• There were no cases pending for more than ninety days.

32. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The provisions of the Maternity Benefit Act, 1961 are presently not applicable to the Company, as the nature and size of operations do not fall within the scope of the Act as per its applicability criteria. However, the Company is committed to promoting a safe, inclusive, and supportive work environment for all its employees.

33. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors as well as the evaluation of the working of its Board Committees. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have established ‘Whistle Blower Policy and ‘Code of Conduct for the Directors & Employees of the Company as required under the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014. The said Policy has been properly communicated to all the directors and employees of the Company and the new employees shall be informed about the Vigil Policy at the time of their joining.

35. COMPANYS WEBSITE

Your Company has its fully functional website https://www.ashokarefineries.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, rules made thereunder and applicable provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are provided in the website.

36. COMPLIANCES WITH SECRETARIAL STANDARDS

The Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI) have been duly complied with by the Company.

37. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has formulated and adopted "Code of Conduct for Regulating & Reporting Trading by Insiders and For Fair Disclosure, 2015". The said Code of Conduct is uploaded on the website of the Company at https://www.ashokarefineries.com.

38. OTHER DISCLOSURES

a. There are no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

b. The Company has not carried out any valuation during the year and not settled any amount as one time settlement and further not carried any valuation at the time of taking loan from the bank or financial institution.

39. ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation for contributions made by employees of the company and cooperation extended by the bankers and all persons who have directly and indirectly contributed to the success of the company.

Your directors also acknowledge the trust and confidence you have reposed in the company.

	BY AND ON BEHALF OF THE BOARD
	Ashoka Refineries Limited
Dated: 27/08/2025	(Hifzul Rahim)	(Tulsi Ram Sahu)
Place: Raipur (C.G.)	Managing Director	Director & CFO
	DIN 08491854	DIN 01395347
	Add: Raipur, Chhattisgarh	Add: Raipur, Chhattisgarh