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Director's Report

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DIRECTORS' REPORT

ASI Industries Ltd.

GO
Market Cap. ( ₹ in Cr. ) 214.65 P/BV 0.58 Book Value ( ₹ ) 40.86
52 Week High/Low ( ₹ ) 34/19 FV/ML 1/1 P/E(X) 9.46
Book Closure 16/09/2026 EPS ( ₹ ) 2.52 Div Yield (%) 1.68
Year End :2026-03 

The Directors have pleasure in presenting before you the 80th
Annual Report
of the Company together with the Audited
Financial Statements for the year ended 31st March, 2026.
The accounts are prepared in accordance with the Companies
(Indian Accounting Standards) Rule, 2015 (IND AS) prescribed
under Section 133 of the Companies Act, 2013 (“the Act”).

FINANCIAL RESULTS

A summary of the Company's financial results for the Financial
Year 2025-2026 are as under:

Particulars

2026

2025

Total Revenue

16894.76

17409.86

Gross profit before interest &
depreciation

3974.67

4367.68

Finance Cost

228.06

172.70

Profit before Depreciation &
Amortisation

3746.61

4194.98

Depreciation & Amortisation

426.79

472.44

Profit before Tax

3319.82

3722.54

Tax Expenses

1050.34

1177.62

Profit after Tax

2269.48

2544.92

STATE OF AFFAIRS

Total revenue was ? 16894.76 Lakhs for FY 2025-26 as compared
to ?.17409.86 Lakhs for FY 2024-25 a decrease in revenue of
2.96 %. EBITDA stood at ? 3974.67 Lakhs as compared to ?
4367.68 Lakhs during FY 2024-25 and Net Profit (Loss) after
Tax stood at ? 2269.48 Lakhs for FY 2025-26 as compared to ?
2544.92 Lakhs for FY 2024-25 thus a decrease of 10.82%.

CHANGE IN NATURE OF BUSINESS:

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2026.

DIVIDEND

The Board of Directors has recommended a dividend of Re.
0.40 (40%) per equity share of Re.1/-each for the financial year
ending on 31st March, 2026.

The proposed dividend on equity shares is subject to the
approval of the shareholders at the upcoming Annual General
Meeting (AGM).

In compliance with the provisions of Section 393 (1) of the
Income Tax Act, 2025, ('the Act'), our company is obligated to
deduct Tax Deducted at Source (TDS) at a rate of 10% and in the
absence of a valid PAN, the applicable rate of TDS will be 20%
on dividend payments. However, it is important to note that if the
aggregate amount of dividends payable to an individual resident
shareholder is up to ?.10000, no TDS is deducted.

For non-resident shareholders, as per Section 393 (1) of the
Income Tax Act, 2025, TDS is required to be deducted at a rate of
20% along with the applicable surcharge on dividend payments.

SHARE CAPITALAuthorized Share capital

The Authorized Share Capital of the Company stood at Rs.
28,45,00,000/- consisting of 26,24,00,000 equity shares of Re.1/-
each, 200000 Redeemable Preference Shares of Rs. 100/- each,
1000 12% Non-Cumulative Preference Shares of Rs. 100/-each
and 200000 un classified shares of Rs.10/-each.

Paid Up Share Capital

The paid-up Equity Share Capital as at 31st March, 2026 stood at
? 900.75 Lakhs. The Company has not issued any convertible
securities or shares with differential voting rights nor has granted
any stock options or sweat equity or warrants.

During the F Y 2025-26, there were no changes in the Authorised,
Issued, Subscribed and Paid up capital of the Company.

OTHER DISCLOSURES / CONFIRMATIONS

a. None of the Chairman, the Managing Director & Chief
Executive Officer, or the Executive Director of the Company
received any remuneration or commission from any of the
subsidiaries of the Company.

b. The Company has not issued any sweat equity shares to its
directors or employees.

c. The Company has not failed to implement any corporate
action during the year under review.

d. The disclosure pertaining to an explanation for any deviation
or variation in connection with certain terms of a public issue,
rights issue, preferential issue, etc. is not applicable to the
Company.

e. The Company's securities were not suspended during the
year under review.

f. There was no revision of financial statements and Board's
Report of the Company during the year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General
Reserve for the year ended 31 March, 2026.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on 31st March, 2026 has been
prepared in accordance with the Indian Accounting Standards
(IND AS) notified under Section 133 of the Companies Act, 2013
(hereinafter referred to as “the Act”) read with the Companies
(Accounts) Rules, 2014 as amended from time to time. The
estimates and judgments relating to the Financial Statements
are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably
present the Company's state of affairs, profits and cash flows
for the year ended 31st March, 2026. The Notes to the Financial
Statements adequately cover the standalone Audited Statements
and form an integral part of this Report.

MATERIAL SUBSIDIARY

There is no material subsidiary of the company as on 31st March,
2026. However, still the Policy of determining material subsidiary
has been uploaded on the Company's website at https://www.
asigroup.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “Listing Regulations”) is provided in a
separate section and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance
practices followed by the Company, together with a certificate
from the Company's Auditors confirming compliance forms an
integral part of this Report.

EXTRACT OF ANNUAL RETURN

Annual return in Form MGT-7 up to the Financial Year 2024¬
25 as required under Section 92 of the Act is available on the
company's website https://www.asigroup.co.in. Annual return
for the F.Y 2025-26 shall be made available on the company's
website post the Annual General Meeting of F.Y. 2025-26.

DETAILS OF CHANGE IN DIRECTORS

In accordance with the provisions of Section 152 of the Act and
the Company's Articles of Association, Mr. Tushya Jatia, Director
retires by rotation at the forthcoming Annual General Meeting
and, being eligible offers himself for re-appointment. The Board

recommends his re-appointment for the consideration of the
Members of the Company at the forthcoming Annual General
Meeting. Brief profile of Mr. Tushya Jatia has been given in the
Notice convening the Annual General Meeting.

During year under review :

(i) As recommended by the Nomination and Remuneration
Committee, board of directors at their meeting held on
18th July, 2025 re-appointed Mrs. Anita Jatia as Whole
Time Director for a further period of 3 years and their re¬
appointments were approved by the members at the 79th
Annual General Meeting held on 12th September, 2025.

(ii) During the year under review, Mr. Gaurang Gandhi resigned
as independent director of the company w.e.f. 28th January,
2026.

(iii) Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the
Company at its meeting held on 7th January, 2026 appointed
Mr. Rajaram G. Agarwal (DIN: 10384386) as an additional
director designated as Independent director of the Company,
with effective from 7th January, 2026 not liable to retire by
rotation and to hold office effective upto 6th January, 2031
subject to approval of members of the Company.

The appointment of Mr. Rajaram G. Agarwal as an
Independent Director was subsequently approved by the
members of the Company through Postal Ballot on 5th
March, 2026 ( i.e last day of e-voting) in accordance with
the provisions of the Act, the Rules framed thereunder and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

INDEPENDENT DIRECTORS

All Independent Directors of the Company have given
declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16(1)
(b) of the Listing Regulations. The Board is of the opinion that
all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest
standards of integrity. All Independent Directors of the Company
have registered themselves with the Indian Institute of Corporate
Affairs at Manesar (‘MCA’) as required under Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014. Further
all the Independent Directors except Mr. Arunanshu V. Agarwal
have served on the board of listed entities and hence shall not
be required to pass the online proficiency self-assessment test
as per the proviso to Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014. Mr. Arunanshu V.
Agarwal has cleared the online proficiency self-assessment test
within the prescribed period.

The Independent Directors have also confirmed that they have
complied with the Company's Code of Business Conduct &
Ethics.

NUMBER OF MEETINGS OF THE BOARD

During the year 6 Board Meetings and 4 Audit Committee
Meetings were convened and held. The details of which are
given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between the Meetings
was within permissible period prescribed under the Act and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.

KEY MANAGERIAL PERSONNEL

Mr. Deepak Jatia- Chairman and Managing Director, Mr. Tushya
Jatia, Whole-time Director, Mrs. Anita Jatia, Whole-time Director,
Mr. Pavan Soni- Chief Financial Officer and Mr. Manish P
Kakrai- Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company.

No persons were appointed/ceased as Key Managerial Personnel
of the Company during the year under review.

COMMITTEES OF THE BOARD

The Board of Directors have Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship
Committee and Corporate Social Responsibility Committee.

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are provided
in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD OF
DIRECTORS, ITS INDIVIDUAL MEMBERS, AND ITS
COMMITTEES

In terms with the Policy for Evaluation of the Performance of
the Board of Directors of the Company, we conducted a formal
Board Effectiveness Review, as part of our efforts to evaluate
the performance of our Board and identify areas that need
improvement, in order to enhance the effectiveness of the Board,
its Committees, and Individual Directors. This was in line with
the requirements of the Companies Act 2013 and the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements Regulations) 2015.

The criteria for Board processes included Board composition,
strategic orientation and team dynamics. Evaluation of each of
the Board Committees covered whether they have well-defined
objectives, the correct composition, and whether they achieved
their objectives. The criteria for Individual Board Members
included skills, experience, level of preparedness, attendance,
extent of contribution to Board debates and discussion, and
how each Director leveraged their expertise and networks to
meaningfully contribute to the Company. The criteria for the
Chairperson's evaluation included leadership style and conduct
of Board Meetings.

Further, the performance evaluation criteria for Independent
Directors included a check on their fulfilment of the independence
criteria and their independence from the management.

The performance evaluation of the Directors was completed
during the year under review. The performance evaluation of
the Chairman and the Non-Independent Directors was carried
out by the Independent Directors and Non-Executive Director.
The Board of Directors expressed their satisfaction with the
evaluation process.

Performance evaluation of Independent Director was evaluated
by entire Board excluding the director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act are given in the notes to
Financial Statements forming a part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine
concerns or grievances and to provide adequate safeguards
against victimization of persons who may use such mechanism.
The Whistle Blower Policy has been posted on the website of the
Company at https://www.asigroup.co.in.

NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY

The Board of Directors has framed a policy which lays down
a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Executive and
Non-executive Directors (by way of sitting fees and commission),
Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining
qualifications, positive attributes and Independence of Director
and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board
of Directors while making selection of the candidates. The above
policy has been posted on the website of the Company at https://
www.asigroup.co.in.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under
review were on arm's length basis and thus a disclosure in Form
AOC-2 in terms of Section 134 of the Act is not required. Further,
there are no material related party transactions during the year
under review with the Promoters, Directors or Key Managerial
Personnel. All related party transactions are mentioned in the
notes to the accounts. The Company has developed a framework
through Standard Operating Procedures for the purpose of
identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit
Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature and
a statement giving details of all Related Party Transactions are
placed before the Audit Committee and the Board for review and
approval on a quarterly basis.

The revised Policy on Materiality of and dealing with Related Party
Transactions has been uploaded on the website of the Company
and the same has also been ratified by the Audit Committee and
Board of Directors at their subsequent meeting and the same
can be seen at the link https://www.asigroup.co.in . None of the
Directors has any pecuniary relationship or transactions vis-a-vis
the Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status
and Company's operations in future.

CREDIT RATING

Since the company no longer requires credit rating for borrowing
facilities enjoyed by the Company, no ratings were obtained
during the F. Y 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5)
of the Companies Act, 2013, with respect to the Directors'
Responsibility Statement, it is hereby confirmed that:

• In the preparation of the annual accounts for the year ended
31st March 2026, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the
same;

• The Directors have selected such accounting policies
and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as

at 31st March, 2026 and of the loss of your Company for the
year ended on that date;

• The Directors 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
your Company and for preventing and detecting fraud and
other irregularities;

• the Directors have prepared annual accounts on a 'going
concern' basis;

• the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

• the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

AUDITORS(a) STATUTORY AUDITORS

At the 76th Annual General Meeting (“76th AGM”) of the
Company held on 30th September, 2022, the Members
approved the appointment of M/s B. L. Ajmera & Co.,
Chartered Accountants, Jaipur (FRN- 001100C), as the
Statutory Auditors of the Company for a term of five (5)
consecutive years, commencing from the conclusion of
the76th AGM until the conclusion of the 81st Annual General
Meeting to be held in the year 2027.

The Statutory Auditors' Report on the financial statements
of the Company for the financial year ended March 31,
2026, forms part of this Annual Report. The Report does
not contain any qualification, reservation, adverse remark or
disclaimer.

(b) SECRETERIAL AUDITORS

In compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013, at the
79th Annual General Meeting (“79th AGM”) of the Company
held on 12th September, 2025, the Members approved
the appointment of M/s. GMJ & Associates, Practicing
Company Secretaries, Mumbai as the Secretarial Auditors
of the Company to hold office for a period of 5 consecutive
years commencing from the conclusion of the 79th Annual
General Meeting till the conclusion of the 84th Annual
General Meeting of the Company to be held for the financial
year ended March 31, 2030
.

The Secretarial Audit Report in Form MR-3 is attached as
Annexure A and forms part of this Report. The Secretarial Audit
Report does not contain any qualification, reservation, adverse
remark or disclaimer.

COST RECORD AND AUDIT

Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company
is required to maintain the cost records in respect of its mining
activities, and such records are duly maintained.

As per the requirement of the Central Government and pursuant
to Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014 as amended from time to
time, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice
was appointed to undertake the cost audit for the financial year
ended 31st March, 2026. The Company has maintained Cost
Record as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the
Board of Directors has re-appointed M/s. N.D. Birla & Co., a
firm of Cost Accountants, as the Cost Auditors of the Company
for the financial year 2026-27. The remuneration payable to the
Cost Auditors is subject to ratification by the Members at the
ensuing 80th AGM, as required under Section 148(3) of the Act.
Accordingly, a resolution seeking Members' ratification for the
remuneration payable to the Cost Auditors is included in Item
No. 4 of the Notice convening the AGM.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company's
internal control system is commensurate with its size, scale and
complexities of its operations. The internal and operational audit is
entrusted to M/s L.B. Jha & Co Chartered Accountants. The main
thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls
with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same. The
Company has a robust Management Information System, which
is an integral part of the control mechanism.

REPORTING OF FRAUD

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed thereunder.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business
and is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses risks in the internal
and external environment, along with the cost of treating risks
and incorporates risk management plans in its strategy, business
and operational plans.

Your Company, through its risk management policy and effective
risk management process, strive to contain impact and likelihood
of the risks within the risk appetite as agreed from time to time
with the Board of Directors.

There are no risks which in the opinion of the Board threaten the
existence of your Company. However, some of the risks which
may pose challenges are set out in the Management Discussion
and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the
Companies Act, 2013 along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and any other statutory
amendment or modification thereof and the Company's CSR
Policy in respect of Corporate Social Responsibility activity, a
separate Report on CSR activities is attached as
Annexure “B”
to this Report. The CSR Policy has been posted on the website
of the Company at https://www.asigroup.co.in For further details,
also refer Note No. 29(b) notes to accounts of standalone
financial statement for CSR Expenditure.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company's policy requires
conduct of operations in such a manner so as to ensure safety
of all concerned, compliances of environmental regulations and
preservation of natural resources.

POSH COMPLIANCE

In order to comply with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of
women at the workplace. All women employees either permanent,
temporary or contractual are covered under the above policy.
The said policy has been uploaded on the internal portal of the
Company for information of all employees. An Internal Complaint
Committee has been set up in compliance with the said Act.
During the year under review, no complaints pertaining to sexual
harassment of women employees were reported to the Company.

Details as required pursuant to Rule 8 of Companies (Accounts)
Second Amendment Rules, 2025 are as follows:

(I) The number of sexual harassment complaints received
during the year-NIL

(II) The number of such complaints disposed of during the year-
NA

(III) The number of cases pending for a period exceeding ninety
days-NA

COMPLIANCE WITH MATERNITY BENEFIT

The Company has in place a Maternity Benefit Policy in line with
the requirements of the Maternity Benefit Act, 1961, and the
provisions of Chapter VI of the Code on Social Security, 2020
(upon its official enforcement) (collectively, the “Maternity Benefit
Provisions”). During the year under review, the Company has
complied with the applicable Maternity Benefit Provisions.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and
dedication of its employees in all areas of the business. The
Company has a structured induction process at all locations
objective appraisal systems based on Key Result Areas (KRAs)
are in place for senior management staff.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all unpaid and unclaimed dividends are
required to be transferred by the Company to IEPF established
by the Central Government, after the completion of seven years.
Further, according to the rules, the shares in respect of which
dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to
the demat account created by the IEPF Authority, accordingly
the Company has transferred unclaimed and unpaid dividend
pertaining to FY 2017-18 on 31st October, 2025.

DEPOSITORY SYSTEM

The Company's shares are compulsorily tradable in electronic
form. As on March 31,2026, 97.70% of the Company's total paid
up capital, representing 88005984 equity shares, were held in
dematerialised form.

In terms of amended Regulation 40 of the SEBI Listing
Regulations, effective April 1, 2019, transfer of securities in
physical form are not processed unless the securities are held
in the dematerialised mode with a Depository Participant. The
Securities and Exchange Board of India (“SEBI”), vide Circular
No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July
2, 2025, on “Ease of Doing Investment - Special Window for

Transfer and Dematerialisation of Physical Securities”, introduced
a special window for re-lodgement of transfer deeds that were
lodged prior to April 1, 2019 and were rejected, returned or
kept pending due to deficiencies in documentation, process or
otherwise. The special window was initially made available for
a period of six months from July 7, 2025 to January 6, 2026.
Subsequently, SEBI, vide Circular No. HO/38/13/11(2)2026-
MIRSD-POD/I/3750/2026 dated January 30, 2026, extended
the said special window for a further period of one year from
February 5, 2026 to February 4, 2027. Investors are advised
to refer to the aforesaid circulars and take necessary action,
wherever applicable.

With effect from January 24, 2022, SEBI has mandated that listed
companies shall issue securities only in dematerialised form
while processing investor service requests such as issuance
of duplicate securities certificates, claim from unclaimed
suspense account, renewal/exchange of securities certificates,
endorsement, subdivision/splitting of securities certificates,
consolidation of securities certificates/folios, transmission and
transposition.

Further, with effect from April 2, 2026, SEBI has dispensed with
the requirement of issuance of a Letter of Confirmation (LOC) by
the Company/RTA while processing service request. Accordingly,
securities will be credited directly to the shareholder's demat
account upon submission of valid demat account details along
with the latest Client Master List (not older than 2 months),
Demat Conversion Request Form for NSDL/ Demat Request
form for CDSL and Latest Client Master List, both attested by
Depository Participant, besides mandatory documents for the
subject service requests subject to folio being KYC Compliant.
Accordingly, Members are requested to make service requests
by submitting a duly filled and signed Form ISR-4, the format of
which is available on the on the RTA's website at: https://web.
in.mpms.mufg.com/client-downloads.html.

In view of the above and to avail the benefits of the depository
system as well as to safeguard against fraud, Members holding
shares in physical form are encouraged to dematerialise their
holdings through either National Securities Depository Limited or
Central Depository Services (India) Limited.

DEPOSIT

The Company has not accepted any deposits falling under the
ambit of Section 73 of the Companies Act, 2013 and the Rules
framed thereunder, during the year under review. This does not
include advances against supply of goods within a period of 365
days from the date of acceptance of such advance or any other
amount received not considered as deposit as per rule 2 (1) (c) of
the Companies (Acceptance of Deposit) Rules, 2014.

Further this does not include any amount received from director of
the company, who have duly furnished a declaration in writing to
the effect that the amount is not being given out of funds acquired
by him by borrowing or accepting loans or deposits from others.
Details of such borrowing forms part of financial statements.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED
SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details in
respect of the shares lying in the un-claimed suspense account
till March 31, 2026 are as follow:

Particulars

No. of

Shareholders

No. of
share

Aggregate number of shareholders
and outstanding shares held in the
Unclaimed Suspense Account as
on
31st March, 2025

96

461726

Number of shareholders/legal heirs
who approached listed entity for
transfer of shares from suspense
account during the year

4

13534

Number of shareholders to whom
shares were transferred from
suspense account during the year

4

13534

Aggregate number of shareholders
and the outstanding shares in the
suspense account lying at the end
of the year i.e. as on
31st March,
2026

92

449192

Voting rights on these 449192 shares shall remain frozen till the
rightful owner of such shares claims the shares. Shareholders
may get in touch with the Company/RTA for any further
information in this matter.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo pursuant to Section
134(3) (m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached as
Annexure “C” and forms
an integral part of this Report.

The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached
as
Annexure “'D” and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms
of remuneration drawn and every persons employed throughout
the year, who were in receipt of remuneration in terms of Rule

5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure
“D”
and forms an integral part of this report.

In terms of Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the statement showing the
name of the employees drawing remuneration in excess of the
limit specified in the Rules are not applicable on the Company
as during the period, no employee of the Company was drawing
salary in excess of that drawn by the Managing Director or Whole
Time Director or Manager.

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India.

REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT
VENTURE AND ASSOCIATE

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2026.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management
Discussion & Analysis Report describing the Company's
objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

THE DETAILS OF APPLICATION MADE ORANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there is no application made or
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016

MATERIAL CHANGES BETWEEN THE PERIOD FROM END
OF FINANCIAL YEAR TO THE DATE OF REPORT OF THE
BOARD:

There are no material changes between the period from end of
financial year to the date of the report of the Board.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

During the year under review, No one time settlement was taken
place. Hence, the disclosure is not applicable.

NUMBER OF EMPLOYEE AS ON 31st MARCH, 2026

As on 31st March 2026, excluding fixed term employees, there
were 320 Male and 70 Female and no transgender employees.

ACKNOWLEDGEMENT

The Directors place on record their profound appreciation for
the unwavering commitment, diligence, and dedicated efforts
of employees across all levels of the organisation, whose
contributions have been instrumental in the Company's continued
progress and success.

The Board also conveys its sincere gratitude for the steadfast
support, trust, and cooperation extended by the Company's
suppliers, distributors, business partners, and all other
stakeholders associated with it as valued trading partners.
The Company regards them as integral partners in its growth
journey and acknowledges their significant role in sharing and
contributing to the rewards of its sustained growth.

The Directors further take this opportunity to express their
heartfelt thanks to all Shareholders, Clients, Vendors, Bankers,
Government and Regulatory Authorities, and Stock Exchanges
for their continued confidence, encouragement, and invaluable
support.

For on behalf of the Board of DirectorsDeepak Jatia

Place: Mumbai Chairman & Managing Director

Date: 18th May 2026 DIN: 01068689

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