Asian Petroproducts & Exports Ltd Directors Report

To,

The Members of

Asian Petroproducts and Exports Limited,

Your Directors have pleasure in presenting their 34th Annual Report on the Business and Operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company:

(Amount in Lakhs)

PARTICULARS	For the year ended 31.03.2026	For the year ended 31.03.2025
Revenue from operations	6,695.30	4167.05
Other Income	220.42	50.76
Total Revenue	6,915.72	4217.81
Total expenditure	6,793.73	4335.47
Profit/Loss before Tax	121.99	(117.66)
Current Tax	0	0
Deferred Tax	1.00	0.19
Earlier Year Tax	0	0
Profit/ (Loss) for the year	120.99	(117.84)
Basic & diluted Earnings Per Share (in Rs.)	0.49	(0.48)

2. STATE OF THE COMPANYS AFFAIRS:

The Gross Revenue from operations for FY 2025-26 was Rs. 6,695.30 Lakhs (Previous Year: Rs. 4167.05 Lakhs). The Operating Profit/Loss stood at Rs.121.99 Lakhs as against loss of Rs. (117.66) Lakhs in the Previous Year. The Net Profit/Loss for the year stood at Rs.120.99 lakhs against Rs. (117.84) 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.

3. DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2026.

4. RESERVES:

For the financial year 2025-26, the Board of Directors has decided to retain the entire amount of profit in Statement of Profit & Loss as on March 31, 2026.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2025- 26.

6. MATERIAL CHANGES AND COMMITMENTS:

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.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OMPANYS OPERATIONS IN FUTURE:

There are no such orders except those which have been appropriately challenged before the judiciary and no impact on going concern status and Companys operation in future of such matters are expected or visualised at the current stage.

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

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.

9. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

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.

10. DECLARATIONS FROM INDEPENDENT DIRECTORS

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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in compliance with the provisions of the Act and SEBI LODR Regulations. The details relating to the composition of the Board and its Committees, tenure of Directors, areas of expertise and other relevant information are provided in the Corporate Governance Report, which forms part of this Annual Report.

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.

Changes in Directors and Key Managerial Personnel

In accordance with the provision of the Act and rules made thereunder During the financial year 2025-26, the composition of the Board of Directors and Key Managerial Personnel of the Company underwent the following changes

• Re- appointment of Ms. Nupur Chaturvedi, (DIN: 02291168), who retires by rotation at the 34th Annual General Meeting and being eligible offers herself for reappointment.

• Re-appointment of Mr. Jashwant Bhatt (DIN: 09198610), as an Independent Director of the Company, to hold office for a second term of 5 (five) consecutive years commencing from May 30, 2026 until May 29th, 2031.

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.

12. BOARD EVALUATION

In accordance with the provisions of the Act and SEBI LODR Regulations it is required to evaluate the performance of:

(i) the Board as a whole;

(ii) the Individual Directors (including Independent Directors and Chairperson) ; and

(iii) the committees of the Board.

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.

13. 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 2025-26 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.

14. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2026:

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 2025-26.

15. MEETINGS OF MEMBERS

During the year under review, 33rd Annual General Meeting of the Company was held on 30th September, 2025 virtually. No Extra Ordinary General Meeting was held during the financial year.

16. INVESTOR EDUCATION AND PROTECTION FUND

Your Company is not required to transfer any amount of unpaid/unclaimed dividend for the financial year 2025-26 to the Investor Education and Protection Fund (‘IEPF).

17. 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. Maheshwari & Co., Chartered Accountants (Firm Registration No. 105834W) were appointed as the Statutory Auditors of the Company to hold office for their first term from the conclusion the 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting to be held in the year 2030. They will complete their first term as Statutory Auditors of the Company on conclusion of this 38th AGM.

M7s. Maheshwari & Co., Chartered Accountants confirmed that, they are not disqualified from continuing as the Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The observations, if any, made by the Statutory Auditors in their report read together with the relevant notes to the accounts are self explanatory and therefore do not require any further explanations. 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 2025-26. The Secretarial Audit Report for the Financial Year 2025-26 is annexed as Annexure I to the Directors Report. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

CS Roy Jacob, confirms that he is not disqualified from continuing as the Secretarial Auditor of the Company and he satisfies the prescribed eligibility criteria.

C. Internal Auditor

M/s. S K Mundra & Associates, Chartered Accountants, Mumbai were appointed as Internal Auditors of the Company to periodically audit the adequacy and effectiveness of the internal control systems.

The Board based on the recommendation of the Audit Committee has re-appointed M/s. S K Mundra & Associates, Chartered Accountants, as Internal Auditors, to undertake audit of the Internal Control Systems of the Company for the financial year 2026-27

During the financial year 2025-26, the Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

18. MANAGEMENT REPLY AGAINST NON COMPLIANCE REPORTED BY THE AUDITOR

1. The Company has not complied with the provisions of TDS under Income Tax Act.

2. We draw attention to the fact that differences exist between the TDS receivable balances recognized in the books of account and the corresponding tax credits reflected in Form 26AS. These differences are pending for reconciliation by the management.

3. The Company has not complied with the requirements of Ind AS 19 “Employee Benefits”. As per the Standard, entities are required to recognize and disclose liabilities and expenses relating to employee benefits, including defined benefit obligations, actuarial gains/losses, and other long-term employee benefits, in accordance with the prescribed measurement and disclosure framework.

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

19. 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.

20. 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 ://asi anpetro. org/report/applVMP. docx

21. 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.

22. 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.

23. 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. 28 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

24. LISTING REGULATIONS COMPLIANCE

Your Companys Equity Shares are listed on BSE Ltd. and listing fees for the Financial Years 2025- 26 have been paid and the provisions of the SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015 have been complied with.

25. 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.

26. 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.

27. SHARE CAPITAL

The Paid up capital of the company is Rs. 24,99,79,160. The Company issued Rs. nil equity shares either with or without differential rights during the F.Y. 2025-26 and hence, the disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, is not applicable.

Further, during the year under review, the Company has not issued convertible warrant nor has granted any stock options and nor sweat equity.

28. 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 31st March, 2026, 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.

29. 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.

30. 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-

a) number of complaints of sexual harassment received in the year;	Nil
(b) number of complaints disposed off during the year;	Nil
(c) number of cases pending for more than ninety days	NA

31. 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.

32. 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.

	For and on behalf of the Board
	Sd/-
	Mr. Jaykishor Chaturvedi
Place: Vadodara	Managing Director
Date:31.08.2026