Asian Warehousing Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 14th 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, 2026.

1. Financial Highlight:

The financial performance of the Company for the financial year ended March 31, 2026, is summarized below:

Particulars	Standalone (Rs. In Lakhs)
	FY 2025-26	FY 2024-25
Income from operations
Revenue from operations	179.10	212.6
Other income	1.63	1.05
Total Income from operations	180.73	213.65
Gross Profit Before Depreciation, Finance cost & Tax	109.15	75.43
Less: Finance costs	69.71	72.04
Less: Depreciation	22.96	22.23
Profit Before Tax	16.48	-18.84
Less: Tax Expenses	-6.88	-24.83
Profit for the Year	23.36	5.99
Other Comprehensive Income/(Loss) net of tax	1.36	-1.51
Total Comprehensive Income for the year	24.72	4.48

2. Operational Performance:

During the year under review, the Company achieved a total income of Rs180.73 Lakhs as against Rs213.65 Lakhs in the previous financial year, registering a decline of around 15%. Revenue from operations stood at Rs179.10 Lakhs as compared to Rs212.60 Lakhs in the previous year. The total expenses of the Company during the year were Rs164.25 Lakhs as against Rs232.49 Lakhs in the previous year, mainly on account of lower purchase of stock-in-trade and reduced operating expenses. As a result, the Company reported a Profit after Tax of Rs23.36 Lakhs as compared to Rs5.99 Lakhs in the previous year, registering a growth of around 290%. The improvement in profitability was primarily attributable to the reduction in operating expenses during the year. The Board considers the years performance satisfactory, given the sharp cost rationalisation achieved despite a moderation in operating income.

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

There was no change in the nature of business of the Company during the year under review. The Company continued to carry on with its business of providing warehousing services for agricultural products and trading in 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, 2026, the Authorised Share Capital of the Company stood at Rs350.00 Lakhs, divided into 35,00,000 Equity Shares of Rs10/- each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company was Rs348.72 Lakhs, divided into 34,87,200 Equity Shares of Rs10/- each. The Company has not issued any shares with differential voting rights, sweat equity shares, or shares under any employee stock option scheme during the year under review. Further, the Company has not undertaken any buy-back of shares 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, 2026, 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

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 Companys Board is thoughtfully constituted with a well-balanced combination of Executive, NonExecutive, and Independent Directors, including women directors, bringing together diverse experience, competencies, and domain expertise.

The composition of the Board as on March 31, 2026, is as under:

Name of the Director	DIN	Designation	Date of Appointment
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, 2026:

Name of the KMP	Designation	Date of Appointment
Bhavik Bhimjyani	Chairman & Managing Director	08/05/2012
Vivek Ambawale	Chief Financial Officer	02/03/2026
Sony Pavanan	Company Secretary & Compliance Officer	21/10/2024

b. Appointment / Resignation of independent director:

There were no changes in the Independent Directors of the Company during the financial year under review. Mrs. Sangeeta Vijay Kumar (DIN: 10704866) and Mr. Yogesh Jaintilal Thakkar (DIN: 07275147) continued to serve as Independent Directors of the Company during the year. The Board is of the opinion that the Independent Directors appointed during the year possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors of the Company.

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 the Articles of Association of the Company, Mr. Bhavik Bhimjyani (DIN: 00160121), Director of the Company, retires by rotation at the ensuing 14th Annual General Meeting (AGM)

and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

d. Appointment / Resignation of Key Managerial Personnel:

Mr. Pankaj Prabhakar Kamble, Chief Financial Officer of the Company, resigned from the services of the Company with effect from December 03, 2025. The Company sincerely appreciates the contributions made by Mr. Pankaj Kamble during his association with the Company.

Consequent to his resignation, the Board appointed Mr. Vivek Ambawale as the Chief Financial Officer of the Company with effect from March 02, 2026.

Apart from the above, no other Director or Key Managerial Personnel was appointed or retired or resigned during the financial year ended March 31, 2026.

10. Meetings of the Board:

The Board convenes at regular intervals to deliberate upon and determine the Companys business policies, strategy, and other matters within its purview. During the financial year 2025-2026, the Board met Eleven (11) times, on April 10, 2025; May 17, 2025; June 09, 2025; July 23, 2025; September 01, 2025; September 23, 2025; November 14, 2025; December 31, 2025; January 20, 2026; February 02, 2026; and March 02, 2026. The interval between any two consecutive meetings did not exceed the maximum period stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) 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, 2026, the Audit Committee comprised of 3 members viz. Mrs. Sangeeta Vijay Kumar (Chairperson), Mr. Yogesh Jaintilal Thakkar (Member) and Mr. Bhavik Bhimjyani (Member). The Company Secretary and Compliance Officer of the Company act as the Secretary to the Audit Committee.

During the financial year 2025-2026, the Audit Committee held Ten (10) meetings on April 01, 2025, May 17, 2025, June 09, 2025, July 23, 2025, September 01, 2025, September 23, 2025, November 14, 2025, December 31, 2025, January 20, 2026, and March 02,2026.

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

b. Nomination and Remuneration Committee:

The 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, 2026, 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 act as the Secretary to the Committee.

During the financial year 2025-26, the Nomination and Remuneration Committee held Four (4) meetings on April 10, 2025, September 01, 2025, September 23, 2025, and March 02, 2026.

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, 2026, and confirmation to this effect has been received from the Companys Registrar and Share Transfer Agent.

As on March 31, 2026, the Stakeholders Relationship Committee comprised of 3 members viz. Mrs. Sangeeta Vijay Kumar (Chairperson), Mr. Yogesh Jaintilal Thakkar (Member), Mr. Bhavik Bhimjyani (Member). The Company Secretary and Compliance Officer of the Company act as the Secretary to the Stakeholders Relationship Committee.

During the financial year 2025-26, the Stakeholders Relationship Committee held one (1) meeting on March 02, 2026.

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 02, 2026, without the presence of NonIndependent 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 the necessary declarations from both the Independent Directors confirming that they meet the criteria of independence prescribed 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 further confirmed compliance with Schedule IV of the Act and the Companys Code of Conduct. None of the Directors is disqualified from being appointed as a director under the provisions of Section 164(2) of the Act. The Directors have made necessary disclosures as required under the various provisions of the Act and the Listing Regulations. In the opinion of the Board, both the Independent Directors are persons of integrity and possess the relevant expertise, experience and independence of management required to discharge their duties effectively.

14. Meetings of the Members:

a. Annual General Meeting:

The last Annual General Meeting was held on Monday, September 29, 2025, at 09:00 A.M 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 June 09,2025	To approve Material Related Party Transaction with Mr. Bhavik Bhimjyani, Chairman and Managing Director of the Company	Ordinary Resolution	July 16, 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:

Mr. Vivek Ambawale, Chief Financial Officer of the Company, resigned from the services of the Company with effect from April 02, 2026.

Consequent to his resignation, the Board of Directors of the Company appointed Mr. Vishnu Singh as the Chief Financial Officer of the Company with effect from April 23, 2026.

Further, the Board of Directors at its meeting held on April 13, 2026, approved a Material Related Party Transaction with Mr. Bhavik Bhimjyani, Chairman and Managing Director of the Company, for availing an unsecured loan not exceeding ^15,00,00,000/- (Rupees Fifteen Crores Only) during FY 2026-27, in one or more tranches, on an arms length basis. The members of the Company accorded their approval to the said transaction by way of an Ordinary Resolution passed through Postal Ballot by remote e-voting process, the results of which were declared on May 20, 2026.

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. All related party transactions are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions, as approved by the Audit Committee and the Board, is available at During the financial year, except for the loan availed from Mr. Bhavik Bhimjyani, Director of the Company and the Leave and License Agreement entered into with Mrs. Rekha R. Bhimjyani, Promoter of the Company, the Company did not enter into any other related party transactions. 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.

During the year, the Company obtained shareholders approval for entering into material related party transactions as defined under Regulation 23(4) of the Listing Regulations with Mr. Bhavik Bhimjyani for availing unsecured loans not exceeding Rs10,00,00,000/-(Rupees Ten Crores only) for the FY 2025-26.

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	2025-26	2024-25
(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, 2026, 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

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 Rs360.74 Lakhs, repayment during the year was Rs100.40 Lakhs, and the outstanding balance as on March 31, 2026, stood at Rs599.20 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 in place a vigil mechanism for Directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. Adequate safeguards are provided against victimisation of those who avail of the mechanism, and direct access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The Whistle Blower Policy can be accessed on the Companys website at

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 .

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.

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 2 female employee and 6 male employees and Nil Transgender 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:

- Number of complaints of sexual harassment received in the year: Nil

- Number of complaints disposed off during the year: Nil

- Number of cases pending for more than 90 days: Nil

- Number of Awareness workshops conducted: 1

- Nature of action taken by the employer or district officer: 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 nonexecutive 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 10th 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 15th 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, 2026, does not contain any qualification, adverse remark or reservation. 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.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

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 appointment of M/s. HRU & Associates, Practising Company Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, was approved by the Members of the Company in the AGM held on September 29, 2025, based on the recommendation of the Audit Committee and the Board of Directors. The Report of the Secretarial Auditor for the financial year ended March 31, 2026, is annexed as Annexure III. It does not contain any qualification, reservation or adverse remark.

During the year under review, the Secretarial Auditor has not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

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. Rashmikesh Panigrahi, Bhasin Hota & Co., Chartered Accountants as Internal Auditor of the Company for the financial year 2025-26.

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. The scope of work, including annual internal audit plan, authority and resources, is regularly reviewed and approved by the Audit Committee.

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 paras C, D and E of Schedule V, shall not apply to a listed entity having paid-up equity share capital not exceeding Rs10 Crore and net worth not exceeding Rs25 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 within the said threshold limits, and accordingly, the Corporate Governance provisions under the Listing Regulations are not applicable to the Company for the year under review. Accordingly, the Report on Corporate Governance and the certificate regarding compliance with the conditions of Corporate Governance have not been included in this Annual Report. The Company, however, continues to adhere to good corporate governance practices in letter and 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, size and complexity of its business operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of errors and frauds, and proper maintenance of accounting records.The internal control systems comprise policies, procedures and processes designed to ensure the reliability and accuracy of financial reporting, compliance with applicable laws, regulations and internal policies, and the economical and efficient use of the Companys resources.

The Companys internal financial controls are reviewed periodically to assess their adequacy and effectiveness. The management remains committed to strengthening the internal control framework and ensuring that appropriate controls are implemented across the Companys operations.

The Audit Committee periodically evaluates the adequacy and effectiveness of the Companys internal financial control systems, including compliance with operating systems and accounting procedures. Based on its review, the Audit Committee provides appropriate guidance and recommendations to maintain and strengthen the standards of internal financial controls.

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, 2026, 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. Companys Policy on Directors appointment and remuneration

Pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy laying down the criteria for appointment, qualifications, positive attributes, independence of Directors and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. During the financial year 2025-26, there was no change in the Policy. The Policy is available on the Companys website at

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 Bhimjyani
Chairman & Managing Director
DIN: 00160121

Place: Mumbai
Date: August 24, 2026
Registered Office:
508, Dalamal House, J. B. Marg,
Nariman Point, Mumbai - 400 021,
Maharashtra, India.
CIN: L52100MH2012PLC230719