ASL Industries Ltd Directors Report

Dear Members,

Your directors are pleased to present the 34th Annual Report of the business and operations of your Company ASL Industries Limited (hereinafter referred to as the said “Company”) accompanied with Audited Financial Statements for the Financial Year ended on 31st March, 2025.

1. Financial Summary:

Financial performance of the Company for the year ended 31st March, 2025, is summarized below:

(Amount Rs. in Hundreds)

Particulars	2024-25	2023-24
Revenue from Operations	-	-
Other Income	36,315	1,25,252
Total Revenue	36,315	1,25,252
Total Expenses	26,904	77,251
Profit Before Tax and Prior Period Charges	9,411	48,001
Prior Period Items	-	-
Tax Expenses:
Current tax	849	7,452
Deferred tax	-	4,629
Prior Period Adjustment for Taxes	-	-
Profit After Tax	8,562	35,920

2. Business Overview:

There was no operational income during the financial year 2024-25.

Your directors are report that during the year under review, the Company recorded total revenue from other income of Rs.36,31,500/- as compared to Rs.1,25,25,200/- in the previous year and the companys profit after tax recorded in the current year is Rs.8,56,200/- as compared to Rs.35,92,000/- in the previous year.

3. Deposits:

During the year under review, your Company neither accepted or renewed any fixed deposits nor received any deemed deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

4. Dividend:

In order to conserve resources for future expansions and for growth agenda of the company, the Directors have not recommended any dividend for the financial year ended 31st March 2025.

5. Share Capital:

As on 31st March, 2025, the Authorized Share Capital of the Company stood at INR 11,00,00,000/- (Indian Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- each. The paid-up Equity Share Capital of your company stood at Rs.10,41,70,900/- (Indian Rupees Ten Crore Forty-One Lakhs Seventy Thousand Nine Hundred only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- each.

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

The Company has not issued any sweat equity shares to its directors or employees during the period under review.

6. Transfer to Reserve:

The Directors have not transferred any amounts to Reserves for the financial year ended 31st March, 2025.

7. Change in the nature of the business of the company:

During the financial year under review, there has been no change in the nature of the business of the Company.

After the closure of the financial year 2024-25 with the prior approval of shareholders through postal ballot completed on 3rd May, 2025 the Company has change its main business activity from manufacturing of forged products and press shop for sheet metal products to information technology & computer service activities.

8. Management Discussion and Analysis:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as “Annexure II” and is incorporated herein by reference and forms an integral part of this report.

9. Declaration by independent directors:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

10. Familiarization Program for Independent Directors:

In compliance with the requirement of Listing Regulations, the Company has put in place a Familiarization program for Independent Directors to familiarize them with the working of the company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model, etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013. The detail of the aforementioned program as required under Regulation 46 of the Listing Regulation is available on the Companys website at https://www.aslindustries.in/pdf/ASLFamiliarization%20Programme%20Policy.pdf

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the independent directors of the Company have successfully registered with the Independent Directors databank of the Indian Institute of Corporate Affairs.

11. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations. The performance of Chairperson of the Board was reviewed by the Independent Directors taking into consideration the views of the executive directors. The parameters considered were leadership ability, adherence to corporate governance practices etc. The Board evaluated its performance after seeking inputs from all the Directors on the basis of such criteria such as Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance note on Board evaluation issued by the Securities and Exchange Board of India.

12. Non-Applicability of Indian Accounting Standards:

As per the provisions of Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge platform, it is covered under the exempted category and is not required to comply with IND-AS for preparation of Financial Statements.

13. Board of Directors and KMP:

As per the Share Purchase Agreement signed and Open Offer completed by the Company as per Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and other application Act or rules, the changes in the Management of the Company mentioned hereunder:

During the year Ms. Jayshree Goyal resigned w.e.f. 27th August 2024 as a Non-Executive and NonIndependent Director and Mr. Kiran Dilip Thakore appointed in place of her as an additional NonExecutive and Non-Independent Director. His regularization approved by the Shareholders in the Annual general Meeting dated 27th September 2024.

Further during the year Mr. Ankit Goyal Managing Director and Chief Financial Officer has resigned from the office w.e.f. 21st October 2024 and Mr. Subhash Shankar Gurav appointment in place of him as a Managing Director and Chief Financial Officer w.e.f. 21st October 2024 Further his resignation was regularized through shareholders approval dated 19th January 2025.

Further Mr. Murari Lal Khandelwal and Mr. Ashish Lodha resigned on w.e.f. 21st October 2024 as a Non-Executive and Independent Director. During the year Ms. Anupriya Sharma appointed as an additional Non-Executive and Independent director of the Company. The Directorship of Ms. Anupriya was regularized by shareholders approval dated 19th January 2025.

On 25th February 2025 Ms. Shiksha Sharma appointed as an additional Non-Executive and Independent director of the Company. The regularization of her appointment was approved by shareholders dated 3rd May 2025.

The Company Secretary Ms. Simi Sen resigned w.e.f. 21st October 2024 and in her place Ms. Ankita Bahety appointed w.e.f. 21st October 2024 as the Company Secretary and Company Officer of the Company.

The Board Directors of the Company as on the year ending 31st March, 2025 are as under:

Sl. No.	DIN	Name of the Director	Designation
1.	03140791	Kiran Thakore	Non-Executive Director
2.	07620029	Subhash Gurav	Managing Director & CFO
3.	10477666	Anupriya Sharma	Non-Executive Independent Director
4.	10594233	Shiksha Sharma	Independent Director
5.	00033590	Dilip Goyal	Non-Executive Director

a) Meetings of the Board/ Committee:

During the financial year ended March 31, 2025, eight (8) meetings of the Board of Directors were held on 28th May, 2024; 27th August 2024; 21st October, 2024; 12th November, 2024; 17th December 2024; 26th December, 2024; 25th February, 2024 and 28th March 2025. Details of attendance at these meetings by the directors of the Company is as under:

Sl. No.	Name of the Directors	Meetings during the financial Year 2024-25
		Entitled to Attend	Attended
1.	Kiran Thakore	6	6
2.	Subhash Gurav	5	5
3.	Dilip Goyal	8	8
4.	Anupriya Sharma	3	3
5.	Shiksha Sharma	1	1
6.	layshree Goyal	2	2
7.	Ankit Goyal	3	3
8.	Murari Khandelwal	3	3
9.	Ashish Lodha	3	3

b) Audit Committee:

During the Financial year 2024-2025 Four (4) Meetings of the Audit Committee were held in the year 2024-2025 on 28th May 2024, 27th August 2024, 12th November, 2024 and 25th February 2025. The Company constitution and composition of audit committee is as under:

Name of the Member	Chairperson/Member	No. of Meeting entitled to attend	Meeting Attended During FY 2024-25
Murari Khandelwal	Chairperson	2	2
Ashish Lodha	Member	2	2
Dilip Goyal	Member	3	3
Kiran Thakore	Member	2	2
Anupriya Sharma	Chairperson (w.e.f. 17th December 2024)	1	1
Shiksha Sharma	Member (w.e.f. 25th February 2025)	0	0

The Board has accepted all recommendations of Audit Committee.

c) Nomination and Remuneration Committee:

During the Financial year 2024-2025 Five (5) Meetings of the Nomination and Remuneration Committee were held in the year 2024-2025 on 28th May 2024, 27th August 2024, 21st October, 2024, 17th December, 2024 and 25th February 2025. The Company has constituted Nomination and Remuneration Committee and composition of the same is as under:

Name of the Member	Chairperson/Member	No. of Meeting entitled to attend	Meeting Attended During 2024-2025
Murari Khandelwal	Chairperson	3	3
Ashish Lodha	Member	3	3
Dilip Goyal	Member	4	4
Kiran Thakore	Member (w.e.f. 17th December 2024)	2	2
Anupriya Sharma	Chairperson (w.e.f. 17th December 2024)	1	1
Shiksha Sharma	Member (w.e.f. 25 th February 2025)	0	0

d) Stakeholder Relationship Committee:

During the Financial year 2024-2025 Two (2) Meetings of the Stakeholder Relationship Committee were held in the year 2024-2025 on 27th August 2024 and 27th December 2024. The Company has constituted Stakeholder Relationship Committee and composition of the same is as under:

Name of the Member	Chairperson/Member	No. of Meeting entitled to attend	Meeting Attended During 2024-2025
Murari Khandelwal	Chairperson	1	1
Ashish Lodha	Member	1	1
Dilip Goyal	Member	1	1
Kiran Thakore	Member (w.e.f. 17th December 2024)	1	1
Anupriya Sharma	Chairperson (w.e.f. 17th December 2024)	1	1
Shiksha Sharma	Member (w.e.f. 25th February 2025)	0	0

e) Independent Directors Committee:

During the Financial year 2024-2025 One (1) Meetings of the Stakeholder Relationship Committee were held in the year 2024-2025 on 28th May 2024. The Company has constituted Independent Director Committee and composition of the same is as under:

Name of the Member	Chairman/Member	No. of Meeting entitled to attend	Meeting Attended During 2024-2025
Murari Lal Khandelwal	Chairman	1	1
Ashish Lodha	Member	1	1

14.Subsidiaries, Associate Companies or Joint Ventures:

The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st March, 2025. Thus, Statement on performance of Subsidiary of Company as per Form AOC-1 is not applicable to the Company.

15. Code for prohibition of insider trading:

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (“Code”) for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information (“UPSI”) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India (“SEBI”) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

16. Loans & Guarantees:

During the year under review, the Company has complied with the provisions of Section 186 of the Companies Act, 2013, w.r.t any loan, guarantee, security or made any investment covered under the provisions, to any person or other body corporate.

17. Related Party Transactions:

Related party transactions, if any, that were entered into during the period ended 31st March, 2025, were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the related party transactions as per Accounting Standard 8 are set out in Note No. 21 of the Financial Statement of the Company.

18.Internal Control Systems:

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Companys business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

a) Conservation of Energy:

i. The step taken or impacts on conversation of energy - NIL

ii. The steps taken by the Company for utilizing alternative sources of energy - NIL

iii. The capital investment on energy conservation equipments - NIL

b) Technology Absorption, Adaptation and Innovation:

During the year Company has close the operations. So, no such operations require significant import of technology.

c) Foreign Exchange Earning and Outgo:

There were no Foreign Exchange Inflow and Foreign Exchange Outflow during the year under review.

20. Statutory Auditors and Auditors Report:

M/s. TDK & Co., Chartered Accountants, (FRN:109804W), were appointed as the Statutory Auditors of the company for a period of five years from the conclusion of the 32 nd Annual General Meeting to be held in the year 2023 till the conclusion of 37th Annual General Meeting to be held in the year 2028. The Independent Auditors Report for Financial Year 2024-25 provided by M/s. TDK & Co., Chartered Accountants, (FRN:109804W), Chartered Accountants does not contain any qualification, reservation, or adverse remark. The Independent Auditors Report is integrated in the 34th Annual Report.

Further, M/s. TDK & Co., Chartered Accountants, (FRN:109804W) resigned w.e.f. 8th July 2025. On the recommendation of Audit Committee, the board proposed the appointment of M/s. CP Rawka & Co., Chartered Accountants, (Firm Registration No. 000518C) as the Statutory Auditors of the company for five consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Auditors of company.

Reporting of Frauds by Auditors:

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Boards Report.

21.Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, M/s. Hemang Satra & Associates, has been appointed as Secretarial Auditors of the Company for the FY 2024-25. The Secretarial Auditors Report for fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as “Annexure I” to the Boards Report, which forms part of this Integrated Annual Report.

22.Internal Audit & Controls:

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Further, M/s. KSGC & Associates, Chartered Accountants (Firm Reg. No. 021829C) acting as an Internal Auditor of the Company for Financial Year 2024-25.

23. Annual Return:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at www.aslindustries.in

24. Directors Responsibility Statement:

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 (“Act”) with respect to the Directors Responsibility Statement, the Board of Directors of the Company state that:

a. in the preparation of the annual accounts, for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 that period.

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 of the Company on a going concern basis.

e. 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.

25.Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules 2016:

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure III” to this Report.

26. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.

27. Cost audit / cost records:

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

28. Vigil Mechanism:

In pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.excellentwiresandpackaging.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

29. Risk Management Policy:

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

30. Listing with stock exchange:

The shares of the Company were listed on National Stock Exchange of India Limited on Small, Medium Enterprise (“SME”) on 19th April, 2017.

31.Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

32.Prevention of Sexual Harassment:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

Sl. No.	Nature of Complaints	Received	Disposed-Off	Pending
1.	Sexual Harassment	-	-	-
2.	Workplace Discrimination	-	-	-
3.	Child Labour	-	-	-
4.	Forced Labour	-	-	-
5.	Wages and Salary	-	-	-
6.	Other HR Issues	-	-	-

33. Maternity Benefit Provided by the Company under Maternity Benefit Act 1961:

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under review.

34. Material changes and commitments affecting the financial position of the company:

During the year under review there were no material changes which would affect the financial position of the Company.

35. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

No amount of unclaimed dividend has been transferred to Investor Education and Protection Fund.

36. Disclosure with respect to demat suspense account/unclaimed suspense account:

Pursuant to Regulation 34(3) and Part F of Schedule V to the SEBI LODR, details of equity shares in the suspense account are as follows:

Particulars	Details	Particulars	Details
Aggregate number of shareholders whose shares are lying in demat suspense account at the beginning of the year.	NA	Outstanding shares in the suspense account lying at the beginning of the year	NA
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year.	NA	Number of shareholders to whom shares were transferred from suspense account during the year.	NA
Aggregate number of shareholders whose share are lying in demat suspense account at the end of the year	NA	Outstanding shares in the suspense account lying at the end of the year.	NA

37. General Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

a. Issue of debentures/bonds/warrants/any other convertible securities.

b. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c. Instance of one-time settlement with any Bank or Financial Institution.

d. Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

e. Significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations

38. Appreciation and Acknowledgement

Your directors wish to place on record their appreciation and acknowledgement with gratitude for the support and co-operation extended by all the stakeholders of the Company including customers, vendors, bankers, Government authorities and look forward to their continued support. The Board of Directors places on record its appreciation for the committed service of all the employees of the Company.

	For and on behalf of Board of Directors of ASL Industries Limited
	Sd/-	Sd/-
	Kiran Thakore	Subhash Gurav
Date: 2nd September 2025	Chairman	Managing Director
Place: Kolkata	DIN:03140791	DIN:07620029