Ashoka Metcast Ltd

#DRStart#

To,

The Members,

Your Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results

(Rs. in Lakhs)

2. OVERVIEW OF COMPANY'S PERFORMANCE:

The Company is into the business of trading of steel, trading of goods and others. The standalone revenue from operations was Rs. 148.29 Lakhs as compared to the Rs. 268.03 Lakhs revenue from operations during the previous year. The standalone profit after tax was Rs. 92.32 Lakhs as compared to the standalone profit after tax was Rs. 9.14 Lakhs in the previous year.

The consolidated revenue from operations was Rs. 6624.91 Lakhs in the reporting financial year as compared to Rs. 5043.94 Lakhs in the previous financial year. The consolidated profit after tax was Rs. 479.37 Lakhs in the current financial year compared to Rs. 322.07 Lakhs in the previous financial year.

The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.

3. DIVIDEND:

After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES:

Reserves & Surplus at the end of the year stood at Rs. 1145.98 Lakhs as compared to Rs. 1053.66 Lakhs at the beginning of the year.

5. SHARE CAPITAL:

During the year under review, there has been no change in the Capital Structure of the Company.

- At present, the Company has only one class of shares - equity shares with face value of Rs. 10/- each. During the year under review, the authorised share capital of the Company of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.

- The issued, subscribed and paid up equity capital is Rs. 24,99,60,000/- divided into 2,49,96,000 equity shares of face value of Rs. 10 each.

6. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review.

7. MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

8. STATE OF COMPANY AFFAIRS:

The state of your Company's affairs is given under the heading 'Financial Summary/ Highlights', Overview of Company's Performance' and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

9. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The activities carried out by the Company are not power intensive and the cost of the energy is insignificant. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

13. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Rhetan TMT Limited (Formerly known as Rhetan Rolling Mills Private Limited) is Subsidiary Company. Vivanza Biosciences Limited is ceased as associate Company from 04th January, 2024 by sale of shares.

There are no any joint venture and associate companies of the Company. There has been no material change in the nature of the business of the subsidiary.

In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements shall be placed on the website of the Company at www.ashokametcast.in.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of your Company's subsidiary in Form AOC-1 is attached herewith as Annexure-I.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

16. MEETING OF BOARD OF DIRECTORS:

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year under the review, the Board met 7 (Seven) times during the year on 06/04/2023, 24/05/2023, 06/06/2023, 11/08/2023, 05/10/2023, 08/11/2023 and 09/02/2024 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.

Seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

17. MEETING OF MEMBERS

During the year under review, Extra Ordinary General Meeting was held on 30th June, 2023 during the year. 14th Annual General Meeting of the members of the Company was held on 29^th September, 2023.

18. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees. AUDIT COMMITTEE:

Audit Committee met 4 (Four) times during the year under review i.e. on 24/05/2023, 11/08/2023, 08/11/2023 and 09/02/2024.

The major terms of reference of the Audit Committee include:

- Examination of Financial Statements and Auditor's Report thereon;

- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

- Evaluation of internal financial controls and risk management systems;

- Approval or modifications of related party transactions;

- Review functioning of the Whistle Blower mechanism;

- Scrutiny of inter-corporate loans and investments.

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee meet 2 (two) times in the financial year 2023-24 i.e. on 06/04/2023 and 11/08/2023.

The major terms of reference of the Nomination & Remuneration Committee include:

-Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

-Formulation of the criteria for determining qualifications, positive attributes and independence of a director; -Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;

-Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which is a part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security shareholders and issuance of duplicate share certificate, if any.

The Stakeholders Relationship Committee met four times during the Financial Year 2023-24 i.e. on 06/04/2023 11/08/2023, 08/11/2023 and 09/02/2024.

The details pertaining to the composition of the Stakeholder Relationship Committee are included in the Corporate Governance Report, which is a part of this report.

19. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://www.ashokametcast.in/Investor%20Desk.html

20. INSURANCE:

All the Properties of the Company are adequately insured.

21. RELATED PARTY TRANSACTIONS:

There was significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as Annexure -II.

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2023-24 were in the ordinary course of business and on an arm's length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a halfyearly basis.

Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.

22. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:

> Mrs. Manjusha Rahul Salunke was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 15^th June, 2024. Further, her appointment will be approved by the shareholders of the Company at their ensuing Annual General Meeting of the Company.

In the opinion of the Board, Mrs. Manjusha Rahul Salunke is a person of integrity, expert and experienced (including the proficiency).

> Mrs. Deepak Pandit Nikam was appointed as the Chief Financial Officer of the Company w.e.f. 23rd April, 2024, by the Board of Directors in their meeting held on 23rd April, 2024.

> Mr. Hiren Kumar Tribhovandas Makwana, Chief Financial Officer of the Company resigned due to better opportunity elsewhere w.e.f. 22nd December, 2023,

> Mrs. Daxaben Mahendrakumar Shah a, Independent Director of the Company resigned w.e.f. 19^th March, 2024, due to personal reasons. The Company had received a confirmation that there are no material reasons for her resignation other than the reasons provided by her.

> Mrs. Deepti G. Gavali was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 11th August, 2023. Further, her appointment was ratified by the shareholders of the Company at their Annual General Meeting held on 29th September, 2023.

> Mrs. Payal Punit Pandya was appointed as the Company Secretary of the Company w.e.f. 15th June, 2024, by the Board of Directors in their meeting held on 15th June, 2024.

> Mrs. Anchal Nareshkumar Bansal, Company Secretary of the Company was resigned w.e.f. 14th June, 2024 due to Personal Commitments.

> Mr. Rushabh Shah was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 6^th April, 2023. Further, his appointment was ratified by the shareholders of the Company at their Extra-Ordinary General Meeting held on 30^th June, 2023.

In the opinion of the Board, Mr. Rushabh Shah is a person of integrity, expert and experienced (including the proficiency).

> Mr. Hiteshkumar Madhubhai Donga was appointed an Additional (Non Executive) Director by the Board of Directors at their meeting held on 06th April, 2023. Further, his appointment was ratified by the shareholders of the Company at their Extra-Ordinary General Meeting held on 30^th June, 2023.

In the opinion of the Board, Mr. Hiteshkumar Madhubhai Donga is a person of integrity, expert and experienced (including the proficiency).

> In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok C. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Director's name in the data bank of Indian Institute of

Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.

23. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-III.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-IV.

26. CEO AND CFO CERTIFICATION:

Mr. Ashok C. Shah, Managing Director and Mr. Deepak Pandit Nikam, CFO have given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-V.

27. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 540923 & also listed on NSE Limited dated with effect from 27th June, 2023 with security Symbol: ASHOKAMET. The Company confirms that the annual listing fee to the stock exchange for the financial year 2024-25 has been paid.

28. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2023-24.

29. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31^st March, 2024.

30. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the review on 29^th February, 2024. The Independent Directors' in its meeting reviewed and considered:

• The performance of Non-Independent Directors and the Board of Directors;

• The performance of the Chairperson of the Company;

• Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

31. AUDITORS:

A. Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN: 109850W),) were appointed as Statutory Auditors of the company from the conclusion of 13th Annual General Meeting of the company till the conclusion of 18th Annual General Meeting of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-VI.

The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

32. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

35. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct. Vigil Mechanism policy is available on the website of the Company at http://ashokametcast.in/Reports/Policy/whistle-blower-policy.pdf

38. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

39. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had 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 31^st March, 2024 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. MIGRATION FROM BSE SME PLATFORM TO BSE & NSE MAIN BOARD:

The members of the Company have passed Special Resolution to migrate the Company from SME platform of BSE Limited to Main Board of BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') through Postal Ballot on 15^th February, 2023. The Company got the final approval from BSE Limited and National Stock Exchange of India Limited on 23^rd June, 2023, for migration of the Company to BSE and NSE Main Board with effect from 27^th June, 2023.

41. CORPORATE GOVERNANCE:

As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. Report on Corporate Governance is attached as Annexure-VII.

The Practicing Company Secretary's Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance as Annexure-VIII.

42. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.

43. DISCLOSURE OF FINES/PENALTIES LEVIED:

No any fines/Penalties have been levied by regulatory authority during the year.

44. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company.

Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.