DIRECTORS' REPORT

Your Directors present their 40th Annual Report on the business and operations of the Company and its Audited
Financial Statements together with the Auditor's Report for the financial year ended 31^st March, 2026.

1. SUMMARY OF FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY:

2. DIVIDEND:

In order to conserve resources for any new trading or industrial venture and for the working capital
requirements for company's business, your Board does not recommend any dividend for the financial year under
review.

3. RESERVES

No fresh amount has been transferred to the reserves by the Board during the year under review.

4. THE COMPANY'S WORKING/STATE OF AFFAIRS DURING THE FINANCIAL YEAR UNDER REVIEW

The overall working and financial performance of your Company during the financial year 2025-2026 has been
satisfactory. Your Directors are pleased to present that the Company has continued to maintain stability in its
operations and has focused on prudent financial management, effective deployment of resources, and
strengthening of its investment and lending portfolio during the year under review.

As detailed in the earlier Annual Reports, the Company has already divested all its industrial units, retaining only
the LPG Bottling Plant situated at Raigarh, Chhattisgarh. The said plant continues to remain non-operational, as
its commercial operations have not been found to be remunerative or economically viable. The Board had earlier
obtained approval of the Members through Postal Ballot for the sale of the said Plant; however, despite
continuous efforts, no serious buyer or purchaser has shown interest in acquiring the said unit or its freehold
land, which presently holds the primary commercial value. Your Board has also not yet been able to identify any
suitable and economically viable industrial or trading business opportunity for diversification; however, sincere
and continuous efforts are being made in this direction with a view to enhancing long-term shareholder value.
During the financial year 2025-2026, the Company continued its core activities of making investments in shares,
securities, bonds, and mutual funds, along with the business of lending of money.

During the year under review, the Company made fresh investments in shares, securities, bonds and mutual
funds aggregating to Rs. 5.66 Crores (net of sales/redemptions), and the fair market value of total investments
in such shares and securities as on 31st March, 2026 stood at Rs. 41.86 Crores (Previous Year: Rs. 36.20
Crores). Further, the Company made fresh lending of money amounting to Rs. 6.95 Crores (net of repayments),
and the total loans advanced as on 31st March, 2026 stood at Rs. 16.55 Crores, which are considered good and
recoverable (Previous Year: Rs. 9.60 Crores).

As regards the financial performance of the Company for the financial year under review, the revenue from
operations stood at Rs. 206.68 Lakhs (Previous Year: Rs. 180.45 Lakhs), while Other Income stood at Rs.
209.65 Lakhs (Previous Year: Rs. 249.49 Lakhs), resulting in Total Income of Rs. 416.34 Lakhs (Previous Year:
Rs. 429.94 Lakhs). The Other Comprehensive Income (OCI) for the year stood at Rs. (0.75) Lakhs, net of taxes
(Previous Year: Rs. (-2.53) Lakhs), and the Total Comprehensive Income for the year stood at Rs. 201.27 Lakhs
(Previous Year: Rs. 227.13 Lakhs).

Your Board remains committed towards improving the operational and financial performance of the Company
and continues to explore suitable avenues for growth, expansion, and sustainable value creation for all
stakeholders.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY:-

During the year under review there has been no change in the nature of business of the company.

6. SHARE CAPITAL STRUCTURE OF THE COMPANY:-

During the year there has been no change in the share capital structure of the company be it the authorized
equity share capital or issued and paid up equity share capital. The company's equity share capital structure as
on 31.03.2026 stood as under:-

(A) Authorised Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of Rs 10/- each, par
value)

(B) Issued, Subscribed and Paid up Capital (Rs): 12,50,00,000 (consisting of 1,25,00,000 equity shares of
Rs 10/- each-par value fully paid ) .

Note: The Company does not have any preference share capital or any other type of equity share capital.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR 31.03.2026 TILL
THE DATE OF THIS BOARD REPORT:

There have been no material changes or commitments affecting the financial position of the Company between
the end of the financial year on March 31, 2026 and the date of this Report, except as otherwise disclosed in this
Annual Report.

8. SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS AGAINST THE
COMPANY:

No significant or material order was passed by any regulator, court or tribunal during the year that materially
affected the Company's going-concern status or its future operations. Procedural stock-exchange
communications and related matters, if any, are separately set out in the Secretarial Audit Report and the
Annual Secretarial Compliance Report.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO COMPANY'S FINANCIAL
STATEMENTS:

In the opinion of the Board, the Company has adequate Financial Controls in place with respect to Company's
Financial Statements and Operations. Kindly refer to Annexure 'B' of the Statutory Auditors report dated 22^nd
May, 2026.

10. DETAILS OF NAMES OF COMPANIES WHICH HAVE BECOME OR CEASE TO BE THE COMPANY'S
SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATE COMPANIES DURING THE YEAR UNDER
REVIEW AND THEIR FINANCIAL PERFORMANCE:

The Company neither has nor had in the past any subsidiary, associate or joint venture Company.

11. FIXED DEPOSIT:

The Company has not accepted any deposits during the year from the Public under section 73 to 76 and
applicable deposit rules (Chapter V) of the Companies Act, 2013 nor did it receive the same in any of the previous
years and hence there are no overdue/outstanding Deposits or any interest payable thereon and therefore the
prescribed details under the Companies Act, 2013 are not required to be furnished.

12. STATUTORY AUDITORS:

M/s. C. K. Chandak & Co., Chartered Accountants, had been appointed as the Statutory Auditors of the Company
for a period of five years beginning from financial year 2022-23 to 2026-27 (i.e. from conclusion of 36^th AGM to
41^st AGM) and as such they continue to hold their office as the statutory auditors of your company.

13. AUDITOR'S REPORT:

The observations made in the Auditor's Report are self-explanatory and do not call for any further comments u/s
134(3)(f) of the Companies Act, 2013. The Auditors have not made any materially significant qualifications in
their Report and their opinion is unmodified.

14. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Act and the Companies
(Management and Administration) Amendment Rules, 2020, the Annual Return of the Company as on 31st
March, 2026 shall be made available on the Company's official website atwww.ashirwadsteels.comafter filing
the same with the Registrar of Companies.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS.

With respect to the informations required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules 2014, with respect to conservation of energy and technology absorptions ;
the company has nothing to report under these heads as company did not carry out any industrial activity during
the year under review . The company did not have any export turnover during the year. The informations
regarding foreign currency inflows and outflows are as under:-

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings/inflows: Nil (Previous Year: Nil)

Outgo/ outflows: Nil (Previous Year: Nil)

16. ANNUAL EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, that of its Committees, individual Directors, and the
Independent Directors in a structured and comprehensive manner.

During the year under review, the Independent Directors held a separate meeting on 06th February, 2026,
without the attendance of Non-Independent Directors and members of management, to, inter alia, review the
performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman
of the Company after taking into account the views of Executive and Non-Executive Directors, and assess the
quality, quantity and timeliness of flow of information between the management and the Board necessary for the
Board to effectively and reasonably perform its duties.

The Board also carried out the annual performance evaluation of the Independent Directors and expressed its
satisfaction with their performance, expertise, and independent judgment. The performance evaluation of the
Chairman, Managing Director, Whole-Time Director, Audit Committee, and Nomination and Remuneration
Committee was also found to be satisfactory.

17. THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016

The company has not made any application under aforesaid bankruptcy code nor is the company facing any
proceeding under the said Insolvency and Bankruptcy Code, 2016.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

As per criteria prescribed under section 135 of the Companies Act, 2013; the CSR is not applicable to the
Company in respect of the financial year 2025-2026 covered under this Report.

19. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel:

During the financial year 2025-2026, there was no change in the overall composition of the Board of Directors
and Key Managerial Personnel of the Company by way of any new appointment, resignation, removal, or
cessation. All the existing Directors and Key Managerial Personnel continued to hold their respective offices
during the year under review.

At the 39th Annual General Meeting of the Company held during the previous financial year, Mrs. Sushma
Chhibbar, Non-Executive Director, who was liable to retire by rotation, was re-appointed as Director of the
Company, being eligible and offering herself for re-appointment. Further, the Members also approved, by way of
Special Resolution, the re-appointment of Mr. Baninder Singh Sahni as a Non-Executive Independent Director of
the Company for his second term of five consecutive years commencing from 19th June, 2025 up to 18th June,
2030, not liable to retire by rotation.

Mrs. Sonal Agarwal (ICSI Membership No. ACS 68219), who was appointed as the Company Secretary and
Compliance Officer of the Company with effect from 07th November, 2023, continues to hold the said position as
on the date of this Report.

Mr. Vishesh Chhibbar (DIN: 03553892), Whole-time Director of the Company, retires by rotation at the
conclusion of the forthcoming 40th Annual General Meeting (AGM) and, being eligible, has offered himself for re¬
appointment. Your Board recommends his re-appointment for the approval of the Members.

B) Declaration an Independent Director(s) and Re-appointment, if Any:

Declaration given by Independent Directors that they meet the criteria of independence as provided in sub¬
section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 has been received and taken on record. In the opinion of the Board, the
Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are independent of
the management.

20. BOARD MEETINGS HELD DURING THE YEAR:

During the year the Board of Directors' Meetings were held on four occasions i.e., 21 -05-2025, 08-08-2025, 06¬
11-2025 and 06-02-2026.

21. AUDIT COMMITTEE. NOMINATION & REMUNERATION COMMITTEE. STAKEHOLDERS RELATIONSHIP
COMMITTEE:

There have been no changes in the composition of Audit Committee, Nomination & Remuneration Committee
and Stakeholders Relationship Committee of the company during the year under review and the particulars of
the same have been stated in Annexure-I , report on corporate governance of this annual report.

22. LOANS. GUARANTEES AND INVESTMENTS:

Regarding loans given by the Company and for the investments made by the Company during the year under
review please refer to the relevant Notes in the annual Financial Statements of Accounts. However, during the
financial year under review, the Company has not given any guarantee of any kind to any person or to any Bank
or Financial Institution.

23. RELATED PARTY TRANSACTIONS AS PER SECTION 188(1) COMPANIES ACT. 2013:

All transactions with related parties during the year were entered into in the ordinary course of business and on an
arm's-length basis. No material related-party transaction requiring approval of the shareholders under Regulation 23 of
the SEBI Listing Regulations was entered into during the year. The particulars required to be disclosed under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Form AOC-2
are annexed to this Report. Disclosures in accordance with Ind AS 24 are set out in Note 27(5) to the financial
statements.

24. MANAGERIAL/DIRECTOR'S REMUNERATION:

The particulars of the same are as mentioned in the annexure -I , Corporate Governance Report annexed to this
Annual Board Report.

25. CORPORATE GOVERNANCE:

In conformance to the requirements of the Regulation 34(3) and Schedule V of Securities and Exchange Board of
India (SEBI) Listing Regulations, 2015, the Corporate Governance Report for financial year 2025-26 is given in
"Annexure- I" which forms part of this annual board Report.

26. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT AND COMPLIANCE WITH
PRESCRIBED SECRETARIAL STANDARDS:

The Annual Secretarial Audit Report for the financial year ended March 31, 2026, along with "Annexure A," (in
the prescribed Form No. MR-3), issued by the Secretarial Auditors, M/s RSG & Associates, Company Secretaries,
is annexed hereto and forms part of this Board Report as "Annexure II."

The Secretarial Compliance Report for the financial year ended March 31, 2026, relating to compliance with
applicable SEBI Regulations, Circulars, and guidelines issued there under, pursuant to Regulation 24A of the
Listing Regulations, issued by the aforesaid Secretarial Auditors, is annexed as "Annexure III" and forms part of
this Board Report.

The Company has complied with all Secretarial Standards as prescribed by the Institute of Company Secretaries
of India, namely Secretarial Standard-1 (SS-1) and Secretarial Standard-2 (SS-2).

27. RISK MANAGEMENT POLICY:

The Company has, laid down procedures to inform the Board of Directors about Risk Assessments and it's
minimisation procedures. The Board has also framed and implemented the Risk Management Plan for the
Company to the extent it was possible, feasible and practical. The formation of Risk Management Committee is
not applicable to the Company as the requirement is applicable to only top 1000 listed entities on the basis of
market capitalization on BSE Ltd. as per Regulation 21 of SEBI LODR REGULATIONS, 2015.

28. DISCLOSURES ABOUT REMUNERATION TO DIRECTORS VIS-A-VIS EMPLOYEES AND OTHER
PARTICULARS AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5
OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

(a) During the year a remuneration of Rs 12,00,000/- was paid to Managing Director, Rs 7,80,000/- was paid
to the Whole-time Director and Director's sitting fees of Rs. 40,000/-was paid to the Independent Directors
for attending the Board Meetings and none of the other directors received any remuneration and therefore,
the computation of ratio of remuneration of each Director to the median remuneration of the employees of
the Company are not furnished. The remuneration paid and/or payable to the Key Managerial Personnel's is
very reasonable and commensurate with their performances and overall work load. The remuneration paid
to the employees is as per the remuneration policy of the Company, which is dynamic in nature and
changes as per changing times and as per the financial performance of the Company and of an individual
employee including their work experience, competency, job profile, skill and seniority.

(b) No employee of the Company during the financial year was in receipt of remuneration aggregating to
Rs.102 lacs or more if employed for the whole year and Rs. 8.5 lacs per month if employed for a part of the
financial year. No employee of the Company is holding 2% or more of the Equity Shares of the Company.
The number of permanent employees as at year-end was seven and the ratio of remuneration paid to
Managing Director and executive director to median remuneration of the employees was 1.11:1.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION &REDRESSAL) ACT. 2013:

The Board of Directors and/or the Management of the Company have not received any complaint on this account
from any of the employees of the Company or from any other person.

30. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, states:-

(i) That in the preparation of the annual accounts for the financial year ended 31^st March 2026, the applicable
accounting standards had been followed along with proper explanation relating to material departures.

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31.03.2026 and of the profit of the Company for that period.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31^stMarch, 2026 on a going concern
basis.

(v) That the Directors had laid down internal financial controls, which are to be followed by the Company, and that
such internal financial controls are adequate and were operating effectively.

(vi) That the Directors had devised proper systems to ensure compliance with provisions of all applicable laws and
that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENT:

Your Directors would like to convey their sincere appreciation for the assistance and cooperation received from
the stakeholders during the year under review. Your Directors also wish to place on record their appreciation for
the services and contribution of the employees.

Place: Kolkata For and on behalf of the Board

Dated: 22^nd May, 2026 Ashirwad Steels & Industries Limited

Dalbir Chhibbar Vishesh Chhibbar

Managing Director Whole-time Director

(DIN: 00550703) (DIN: 03553892)