Asian Petroproducts & Exports Ltd Directors Report

The Gross Revenue from operations for FY 2024-25 was Rs. 4167.05 Lakhs (Previous Year: NIL). The Operating Loss stood at Rs. 117.65 Lakhs as against Rs. 104.16 Lakhs in the Previous Year. The Net Loss for the year stood at Rs. -117.84 lakhs against Rs. 104.16 lakhs reported in the Previous Year.

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Companys business during the year under review.

The Directors do not recommend any dividend for the year ended 31^st March, 2025.

Since, the company has suffered losses during the year under review; your Board of Directors expresses their inability to carry any amount to reserves.

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

Your Company has an internal Control System which commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function lies with the Audit Committee of Directors. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems, accounting procedures and policies.

The Company has no Subsidiary/Joint Venture/Associate Company and hence consolidation and applicable provision of the Companies Act, 2013 and Rules made there under are not applicable to the Company.

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year.

10.DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Reappointment / Cessation of Directors & Key Managerial Personnel

All the Independent Directors have given declaration to the Company stating their Independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Directors during the year. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. In accordance with the provision of the Act and rules made there under Mr. Siddharth Chaturvedi, retires by rotation at the 33^rd Annual General Meeting and being eligible offers himself for reappointment. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test. In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

11.BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Director and Chairperson. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.NUMBER OF MEETINGS

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. The details of the number of meetings of the Board held during the Financial Year 2024-25 and the attendance of Directors forms part of the Report on Corporate Governance. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements), Regulation 2015. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report.

13.COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2025: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2024-25.

14.MEETINGS OF MEMBERS

During the year under review, 32^nd Annual General Meeting of the Company was held on 30^th September, 2024 virtually. No Extra Ordinary General Meeting was held during the financial year.

15.AUDITORS

A. Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) re-enactment(s)/amendment(s) thereof, for the time being in force M/s. DBS & Associates, Chartered Accountants (Firm Registration No. 081627N) were appointed as the Statutory Auditors of the Company to hold office for their first term from the conclusion the 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2025. They will complete their first term as Statutory Auditors of the Company on conclusion of this 33^rd AGM. The Board of Directors of the Company (the Board), at its meeting held on 10^th August, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company for the re-appointment of M/s. DBS & Associates, Chartered Accountants (Firm Registration No. 081627N) as Statutory Auditors of the Company for their second term of 5 (five) consecutive years from the conclusion of 33^rd AGM till the conclusion of the 38^th AGM on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

The Statutory Auditors Report forms part of the Annual Report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

B. Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Roy Jacob & Co., Practicing Company Secretaries, Mumbai. Maharashtra, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is annexed as Annexure I to the Directors Report. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

C. Internal Auditor

Your Company has appointed M/s. S K Mundra & Associates, Chartered Accountants, Mumbai as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

16.CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A detailed report on Corporate Governance with Auditors Certificate thereon and Management Discussion and Analysis are given in Annexure II and Annexure III, respectively forming part of this Report.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website at the web-link http://asianpetro.org/report/applVMP.docx

18. INSIDER TRADING - CODE OF CONDUCT

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. The Code clearly specifies, among other matters, that Directors and Designated Persons of the Company, as defined in the Code, can trade in the shares of the Company only when the Trading Window is open.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (2) and 5(3) of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV forming part of this Report.

A Statement of the details of employees covered under Rule 5(2) of the aforesaid Rules is provided in the Annual Report. The Annual Report is being sent excluding the aforesaid information. Such particulars will be furnished to any shareholder on a specific request made in writing by the shareholder.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Indian Accounting Standard (IND AS-24) Related Party Disclosures are disclosed in Note No. 22 of Notes to Accounts to the Financial Statements. All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same is uploaded on the Companys website at the web-link: http://asianpetro.in/wp-content/uploads/2020/10/RELATED-PARTY-TRANSACTION-POLICY.pdf

21. LISTING REGULATIONS COMPLIANCE

Your Companys Equity Shares are listed on BSE Ltd. and listing fees for the Financial Years 2024-25 have been paid and the provisions of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 have been complied with.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return 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 is placed on the website of the Company www.asianpetro.in.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

24. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items since there were no transactions in these matters and/or they are not applicable to the Company during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under ESOS. 4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

25. SHARE CAPITAL

During the year under review, the company has come up with the Rights Issue of 1,58,90,716 shares on the Face Value of Rs.10/- each on a Rights basis to the existing shareholders of the Company in the ration of 11 Equity Shares for every 6 Fully Paid-Up Equity Shares held by the existing shareholders of the Company. Further, during the year under review, the Company has not issued convertible warrant nor has granted any stock options and nor sweat equity.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm and state that -

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013; b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; and e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:-

There has been no change in the structure of the Investments made or Loans given or Guarantees provided in respect of such loans, during the year under review.

28. MANAGEMENT REPLY AGAINST NON COMPLIANCE REPORTED BY THE AUDITOR a. The review of the Statutory Auditor on the Financial Statements are: A. The Company has not complied with the TDS provisions of the Income Tax Act.

B. The Company has not complied with provision of Ind AS- 19 for employee benefits

Reply: Looking to the fair accounting Policy, the Company will comply with the applicable provisions in the due course.

29. REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. During the year under review, following were the details of the Complaints-

30. STATUTORY INFORMATION AND OTHER DISCLOSURES a. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure ‘F and forms an integral part of this Report. b. During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013. c. The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended. d. No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable. e. The requirement to disclose the details of 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, is not applicable. f. The Company is in compliance with provisions relating to the Maternity Benefit Act 1961. g. There is no change in the nature of business during the year under review

31. ACKNOWLEDGEMENTS

The Board expresses its gratitude and appreciation to the Government of India, Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business associates, Promoters, Shareholders and employees of the Company for their continued support. The Directors also gratefully acknowledge all stakeholders of the Company viz.: customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitments and continued contribution to the Company.