Asian Warehousing Ltd Directors Report

To,

Dear Members,

Asian Warehousing Limited

The Board of Directors have pleasure in presenting the 13^th Annual Report of Asian Warehousing Limited

("Asian Warehousing" or "the Company") together with the Audited Ind AS Financial Statements for the financial year ended March 31, 2025.

1. Financial Highlight:

The financial performance of the Company for the financial year ended March 31, 2025, is summarized below:

	Standalone (Rs. In Lakhs)
Particulars
	FY 2024-25	FY 2023-24
Income from operations
Revenue from operations	212.6	163.26
Other income	1.05	7.26
Total Income from operations	213.65	170.52
Gross Profit Before Depreciation, Finance cost &
	75.43	121.9
Tax
Less: Finance costs	72.04	90.83
Less: Depreciation	22.23	22.17
Profit before tax	-18.84	8.9
Less: Tax Expenses	-24.83	-5.71
Profit for the Year	5.99	14.61
Other Comprehensive Income/(Loss) net of tax	-1.51	-0.41
Total Comprehensive Income for the year	4.48	14.2

2. Operational Performance:

During the year under review, the Company achieved a total income of 213.65 Lakhs as against 170.52

Lakhs in the previous financial year, registering a growth of around 25%. The increase was primarily on account of higher revenue from operations, which stood at 212.60 Lakhs compared to 163.26 Lakhs in the previous year. The growth in revenue was primarily attributable to the commencement of trading in Agricultural products during the year. The total expenses of the Company during the year were 232.49 Lakhs as against 161.62 Lakhs in the previous year, mainly due to higher purchases of stock-in-trade, employee benefits and other operating expenses. As a result, the Company reported a Profit after Tax of 5.99 Lakhs as compared to 14.61 Lakhs in the previous year. The decline in profit was primarily attributable to the increase in operating expenses. In line with its strategy to expand warehousing services, the Company was also awarded a tender by the Food Corporation of India (FCI), Jaipur under the PWS-2010 Scheme, for providing warehousing services for storage of foodgrains. This development is expected to strengthen the Companys warehousing operations and contribute positively to its revenues in the coming years.

3. Change in the nature of business of the Company:

The Company is primarily engaged in the business of providing warehousing services for agricultural products. During the year under review, the Company has also diversified its operations by commencing trading in agricultural products, thereby expanding its revenue streams. Accordingly, the business activities of the Company now comprise both warehousing services and trading of agricultural products.

4. Listing of shares on BSE Ltd.:

The Honble High Court of Judicature at Bombay vide its order dated April 10, 2015 had approved the Scheme of Arrangement between Neelkanth Limited (Formerly known as R T Exports Limited) ("Demerged Company") and Asian Warehousing Private Limited ("Resulting Company") and their respective shareholders and creditors for demerger of the Warehousing Division of R T Exports Limited into Asian Warehousing Private Limited. The resulting company was later converted into public limited w.e.f. December 8, 2018, and consequent to such conversion the name of the resulting company became Asian Warehousing Limited. Pursuant to the said Scheme of Arrangement, the Company has issued and allotted 34,87,200 Equity Shares of Rs. 10/- each on February 25, 2019, to the Equity Shareholders of demerged company in the ratio of 0.8:1. Further, 34,87,200 Equity Shares got listed on the BSE Ltd. w.e.f. June 27, 2023.

5. Changes in Share Capital:

During the financial year under review, there was no change in the share capital of the Company. As on March 31, 2025, the Authorised Share Capital of the Company stood at 350.00 Lakhs, divided into 35,00,000 Equity Shares of 10/- each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company was

348.72 Lakhs, divided into 34,87,200 Equity Shares of 10/- each.

The Company has not issued any shares with differential rights as to dividend, voting or otherwise. Further, the Company has not issued any sweat equity shares or employee stock options during the year under review.

6. Transfer to Reserve:

During the financial year under review, the Company did not transfer any amount to general reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity included in the financial statements which forms part of this Annual Report.

7. Dividend:

The Companys overall performance during the financial year under review was satisfactory. To conserve the resources for future capital requirements, the directors do not recommend any dividend for the year under review.

8. Subsidiaries, Associates and Joint Venture companies:

The Company does not have any subsidiary, joint venture or associate company.

9. Board of Directors and Key Managerial Personnel:

a. Composition of the Board:

The Board of the Company comprises an optimal mix of Executive, Non-Executive, and Independent Directors (including women directors), collectively bringing a balanced array of knowledge, skills, and expertise. The Board plays a pivotal role in providing strategic guidance and direction to the Company while ensuring the highest standards of corporate governance and safeguarding the interests of all stakeholders.

The composition of the Board as on March 31, 2025, is as under:

Name of the Director	DIN	Designation	Date Appointment	of
Bhavik Bhimjyani	00160121	Chairman & Managing Director	08/05/2012
Asha Yogesh Dawda	06897196	Non-Executive Woman Director	25/02/2019
Yogesh Jaintilal Thakkar	07275147	Independent, Non-Executive Director	25/02/2019
Sangeeta Vijay Kumar	10704866	Independent, Non-Executive Director	13/11/2024

The following persons are the Key Managerial Personnel of the Company as on March 31, 2025:

Name of the Director	Designation	Date Appointment	of
Bhavik Bhimjyani	Chairman & Managing Director	08/05/2012
Pankaj Prabhakar Kamble	Chief Financial Officer	09/01/2025
Sony Pavanan	Company Secretary & Compliance Officer	21/10/2024

b. Appointment / Resignation of independent director:

Mr. Manohar Kumar (DIN: 08355066) ceased to be an Independent Director of the Company upon completion of his first term of five consecutive years with effect from the close of business hours on November 13, 2024. Consequently, he also ceased to be a member/chairman of various Committees of the Board. The Company sincerely appreciates the support extended by Mr. Manohar Kumar during his association with the Company.

Mrs. Sangeeta Vijay Kumar (DIN: 10704866) was appointed as a non-executive independent director of the Company for a term of five consecutive years with effect from November 13 ,2024. On the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members of the Company approved the said appointment by way of a special resolution passed on January 08, 2025, through postal ballot conducted by remote e-voting process.

c. Retire by Rotation:

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Dawda (DIN: 06897196), Director of the Company retires by rotation at the ensuing 13th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and the Board recommends her re- appointment.

d. Appointment / Resignation of Key Managerial Personnel:

Ms. Rashmi Agarwal, Company Secretary and Compliance Officer of the Company, resigned from the services of the Company with effect from June 17, 2024. Consequent to her resignation, the Board appointed Ms. Sony Pavanan as the Company Secretary and Compliance Officer of the Company with effect from October 21, 2024. Mr. Sachin Dedhia, Chief Financial Officer of the Company, resigned with effect from October 11, 2024. The Board thereafter appointed Mr. Pankaj Kamble as the Chief Financial Officer of the Company with effect from January 09, 2025.

Apart from the above, no other Director or Key Managerial Personnel were appointed or retired or resigned during the financial year ended March 31, 2025.

10. Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Companys business policies and strategy apart from other business of the Board. During the financial year 2024-2025, the Board held nine (9) meetings on May 17, 2024, July 29, 2024, August 13, 2024, October 21, 2024, November 13, 2024, December 02, 2024, January 09, 2025, February 13 ,2025 and March 06, 2025. The maximum gap between any two consecutive meetings was within the period prescribed under the Companies Act and SEBI (LODR) Regulations, 2015.

11. Committees of the Board:

Presently, the Board has three Committees viz. the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the committees and compliances as per the applicable provisions of the Act are as follows: a. Audit Committee:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

The members of the Committee possess sound knowledge of accounts, audit, finance, taxation, internal controls etc.

As on March 31, 2025, the Audit Committee comprised of 3 members viz. Mrs. Sangeeta Vijay Kumar (Chairperson), Mr. Yogesh Jaintilal Thakkar (Member) and Mr. Bhavik R. Bhimjyani (Member). The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

During the financial year 2024-2025, the Audit Committee held six (6) meetings on May 17,2024, August 13, 2024, November 13, 2024, January 09, 2025, February 13, 2025, and March 06,2025.

The Board has accepted all recommendations made by the Audit Committee during the financial year under review

. b. Nomination and Remuneration Committee:

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

As on March 31, 2025, the Nomination and Remuneration Committee comprised of 3 members viz. Mrs. Sangeeta Vijay Kumar (Chairperson), Mr. Yogesh Jaintilal Thakkar (Member) and Mrs. Asha Yogesh Dawda (Member). The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

During the financial year 2024-2025, the Nomination and Remuneration Committee held five (5) meetings on July 29, 2024, October 21, 2024, November 13, 2024, January 09, 2025, and March 06, 2025.

The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the financial year under review

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013. Stakeholders relations have been cordial during the financial year. The Committee deals with the issues relating to investors. There were no investor grievances pending as on March 31, 2025, and a confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent. As on March 31, 2025, the Stakeholders Relationship Committee comprised of 3 members viz. Mrs. Sangeeta Vijay Kumar (Chairperson), Yogesh Jaintilal Thakkar (Member), Bhavik Bhimjyani (Member). The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders Relationship Committee.

During the financial year 2024-2025, the Stakeholders Relationship Committee held one (1) meeting on March 06, 2025.

12. Separate meeting of Independent Directors:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on March 06,2025, without the presence of Non-Independent Directors and members of the management to consider the following: (i) performance of Non-Independent Directors and the Board as a whole; and (ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.

13. Declaration from Independent Directors:

The Company has received necessary declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they have registered their names in the Independent Directors Databank. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

None of the directors of the Company are disqualified under the provisions of Section 164(2) of the Act. The directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.

14. Meetings of the Members: a. Annual General Meeting:

The last Annual General Meeting was held on August 29, 2024, by means of Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"). b. Extra Ordinary General Meeting:

There was no Extra Ordinary General Meeting held during the year under review. c. Postal Ballot:

During the year under review the following resolutions were passed through postal ballot:

Sr No.	Date of postal ballot notice Approval	Resolution	Type of resolution	Approval Date
1	December 02, 2024	To alter the object clause of the Memorandum of Association of the Company	Special Resolution	January 2025
2	December 02, 2024	Appointment of Mrs. Sangeeta Vijay Kumar (DIN:10704866) as an Independent Director.	Special Resolution	January 2025

15. Material changes and commitments 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:

Pursuant to the approval of the members of the Company through Postal Ballot on July 16, 2025, the Company has entered into a Material Related Party Transaction with Mr. Bhavik Bhimjyani, Chairman and Managing Director, for availing unsecured loans up to an aggregate amount not exceeding 10,00,00,000 (Rupees Ten

Crores only) in one or more tranches during the financial year 2025 26.

The loan, which is repayable on demand and carries an interest rate of 7% per annum, has been approved by the Audit Committee, the Board of Directors and subsequently the shareholders, in compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This commitment, being material in nature, is expected to have a direct impact on the financial position of the Company and has accordingly been disclosed pursuant to Section 134(3)(l) of the Companies Act, 2013. Apart from the above, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which these financial statements relate and the date of this Report.

16. Contracts or arrangements with related parties under Section 188 (1) of the Act:

All the transactions entered into with the related parties during the financial year were at arms length basis and in the ordinary course of business. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval.

During the year, except for loan availed for a temporary purpose from Mr. Bhavik Bhimjyani, Director, the Company had not entered into any new transaction/contract/arrangement with related parties. The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. For details on related party transactions, Members may refer to the notes to the financial statements.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC 2 as Annexure I.

The Related Party Transaction Policy of the Company is uploaded on the Companys website at the following web link: https://www.asianw.com/policies.html.

17. Particulars on conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

Considering the nature of business activities of the Company, the directors have nothing to report regarding conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during the financial year under review.

Foreign exchange earnings and outgo:

Foreign exchange earnings and outgo	2024-25	2023-24
(i) Foreign exchange earnings (actual inflows)	Nil	Nil
(ii) Foreign exchange outgo (actual outflows)	Nil	Nil

18. Directors Responsibility Statement:

The directors to the best of our knowledge and belief and according to the information and explanations obtained by them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the Companies Act. 2013 ("Act") that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) they 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 March 31, 2025, and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively and; f) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

19. Particulars of employees and related disclosures:

The ratio of remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure II . In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) 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 are required in the Boards Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Act, this Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection and any Member interested in obtaining such information may write to the Company Secretary and Compliance Officer of the Company for the same.

20. Annual Return:

Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 can be accessed on the Companys website at https://www.asianw.com/annual-report.html.

21. Deposits

During the financial year under review, the company has not accepted any deposits within the meaning of Section 73 of the Act read with the rules made thereunder.

The Company has accepted unsecured loan from Mr. Bhavik Bhimjyani, Director of the Company, which qualifies as an exempt deposit under the Companies Act, 2013. The Company has received a declaration from him confirming that the said loan has been advanced out of his own funds. The details of the loan are as follows: Loan availed during the year amounted to 222.37 Lakhs, repayment during the year was 128.15 Lakhs, and the outstanding balance as on March 31, 2025, stood at 338.86 Lakhs.

22. Particulars of loans, guarantees or investments under Section 186 of the Act:

During the year under review, the Company has not given any loans, provided any guarantees, or made any investments falling within the purview of Section 186 of the Companies Act, 2013.

23. Whistle-Blower Policy (Vigil Mechanism):

The Company has a Whistle Blower Policy covering vigil mechanism as per Regulation 22 of the SEBI (LODR) Regulations, 2015, for the Directors and employees to report their genuine concerns. The Whistle Blower Policy can be accessed on the Companys website at https://www.asianw.com/policies.html.

24. Risk Management Policy:

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. The Risk Management Policy can be accessed on the Companys website at https://www.asianw.com/policies.html.

25. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and lays down a framework in relation to remuneration of the aforesaid persons. The Policy on Directors Appointment and Remuneration has been posted on the website of the Company viz. https://www.asianw.com/policies.html.

26. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:

At Asian Warehousing Limited, we uphold the principle that every employee is of equal value. The Company maintains a workplace free from discrimination and ensures equal opportunity for all, irrespective of race, colour, gender, religion, political opinion, national origin, social background, sexual orientation, or age. The gender composition of employees of the Company as at the end of the financial year stood at 1 female employee and 9 male employees.

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) is mentioned below: 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 90 days: Nil Also, the Company is in compliance with the Maternity Benefit Act, 1961 as amended from time to time.

27. Performance Evaluation of the Board, its Committees and Individual Directors:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation and Disclosure Requirements Regulation, 2015 ("Listing Regulations") for performance evaluation of the Board and individual Directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors. The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas: (i) Attendance at Board and Committee Meetings; (ii) Quality of contribution to the deliberations; (iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and (iv) Providing perspectives and feedback going beyond information provided by the management. In a separate meeting of Independent Directors, taking into account the views of executive directors and non- executive Director, performance of non-independent directors and the Board as a whole was evaluated.

28. Auditors: a. Statutory Auditors:

As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 10^th Annual General Meeting held on September 10, 2022, re-appointed M/s. Ramesh M Sheth & Associates, Chartered Accountants, (Firm Registration No. 111883W), as Statutory Auditors of the Company for a another term of 5 (five) consecutive years to hold office till the conclusion of the 15^th Annual General Meeting to be held for the financial year ending March 31, 2027.

The Company has received confirmation from Statutory Auditors to the effect that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2025, does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies, are self-explanatory and do not call for any further comment.

b. Secretarial Auditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. HRU & Associates, Practicing Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2024-25. The secretarial auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer. The Secretarial Audit Report in Form MR-3 is annexed as Annexure III and forms a part of this Report.

SEBI vide notification dated 12th December 2024, amongst other, amended Regulation 24A of the Listing Regulations. The said amended Regulation 24A stipulates that listed companies and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary in practice. Further, as per Regulation 24A, the appointment/re-appointment of an individual as a secretarial auditor cannot be for more than one term of five consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an appointment/reappointment shall be approved by the members of the company at its AGM. In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on September 01, 2025, appointed M/s. HRU & Associates, Practicing Company Secretaries, Mumbai (Certificate of Practice No. 20259, Membership No ACS 46800 & Peer Review Certificate no. 3883/2023 ) as the Secretarial Auditors of the Company for a period of five consecutive financial years commencing from FY 2025-26 to the FY 2029-30, subject to approval of the Members of the Company at the forthcoming AGM. The proposed appointment is for a term of five (5) consecutive years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditors from time to time. M/s. HRU & Associates, Practicing Company Secretaries, have confirmed they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. A resolution seeking Members approval is included in Item No. 3 of the Notice convening the AGM. c. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed Mr. Umang Bhanushali, as Internal Auditor of the Company for the financial year 2024-25.

The Internal Auditor reports functionally to the Audit Committee of the Board, which considers the recommendations and remarks of the Internal Auditor while evaluating the performance of the internal audit function.

29. Maintenance of cost records:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the Act, were not applicable to the Company during the financial year under review.

30. Corporate Governance Report:

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 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 shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty-Five Crore, as on the last day of the previous financial year. As on the last day of the previous financial year, the paid up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

31. Management Discussion and Analysis:

In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a detailed review of the operations, performance and outlook of the Company and its business is given in the Management Discussion and Analysis, which is presented in a separate section forming part of this Annual Report as "Annexure - IV".

32. Internal financial control and its adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

33. Unclaimed dividends:

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government during the financial year under review.

34. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act read with rules made thereunder.

35. Secretarial Standards:

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

36. Corporate Social Responsibility (CSR):

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.

37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016 and One-time settlement:

There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of a one-time settlement with any Bank or Financial Institution.

38. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future:

During the financial year under review, there were no material orders passed by any judicial bodies/regulators impacting the going concern status of the company and its future operations.

39. Audit trail under (Audit & Auditors) Rules 2014 - Rule 11 of the Companies Act, 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

40. Appointment of Designated Person (Management and Administration) Rules 2014 - Rule 9 of the

Companies Act, 2013.

The Ministry of Corporate Affairs, vide its notification dated 27th October, 2023, introduced the Companies (Management and Administration) Second Amendment Rules, 2023.

Pursuant to Rule 9 thereof, every company is required to designate a person responsible for furnishing information and extending co-operation to the Registrar or any other authorised officer in respect of beneficial interest in shares of the company. In the absence of a Company Secretary, Mr. Bhavik Bhimjyani, Managing Director, had initially been designated for this purpose. Upon the appointment of Ms. Sony Pavanan as Company Secretary and Compliance Officer of the Company, the Board, in compliance with Rule 9(8), approved her designation as the responsible person in place of Mr. Bhimjyani.

41. Acknowledgement

The directors place on record their appreciation for the support and co-operation extended to the Company by Members, Banks, Government and Regulatory authorities, Customers and Vendors during the financial year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

	For and on behalf of the Board of Directors of Asian Warehousing Limited
	Sd/-
	Bhavik R. Bhimjyani
	Chairman & Managing Director
	DIN: 00160121
Place: Mumbai
Date: September 01, 2025
Registered Office:
508, Dalamal House, J. B. Road,
Nariman Point, Mumbai 400 021,
Maharashtra, India.
CIN: L52100MH2012PLC230719