Ashapura Minechem Ltd

To

The Members,

Your Directors' are pleased to present the 43rd Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2024.

1. FINANCIAL RESULTS AND PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. In Lakhs)

a) Performance of the company & Future Outlook:

At Standalone level, the Income from Operations and other income stood at Rs.34,653 lakhs while total expenses amounted to Rs. 27,003 lakhs which resulted into Net Profit of Rs. 16,645 lakhs.

At Consolidated level, the Income from Operations and other income stood at Rs. 2,71,562 Lakhs while total expenses stood at Rs. 2,55,600 Lakhs which resulted into a Consolidated Net profit of Rs. 28,170 Lakhs. As compared to FY 2022-23, the Company's Consolidated revenues in FY 2023-24 increased by 41.66%, while profit after tax rose by 156.72%.

In FY 2023-24, your Company has successfully scaled up its Bauxite sales from Guinea by overcoming challenges such as an explosion at the country's main tanker terminal and streamlining of new norms by the Government of Guinea for exports. All other business segments including Bentonite, Kaolin and Bleaching Clay have performed well, contributing to higher revenues and profits for FY 2023-24.

During the financial year, Ashapura Holdings (UAE) FZE (a step-down subsidiary) concluded & signed 2 contracts for the supply of Bauxite from Guinea and Ashapura Guinea Resources SARL (a step-down subsidiary) concluded & signed a contract for the supply of Iron Ore from Guinea. These contracts offer the opportunity to set-aside a part of its production from Guinea towards stable long-term commitments. Your Company has completed the construction of its new port in Boffa in Guinea and expects to significantly boost its bauxite export volumes in FY 2024-25. With an existing facility in Guinea, the Company is well positioned to capitalize on the emerging opportunities globally.

Your Company anticipates growth in its bauxite and bentonite sectors, with strong demand from China serving as a positive indicator. Additionally, the rising demand for aluminum, particularly driven by the EV industry, is favorable for bauxite miners, given its critical role in aluminum production. Company is also considering an expansion of its Kaolin, Silica & Quartz businesses via technical and financial tie-ups with reputed European majors. It is evaluating the expansion of its resource base beyond the State of Gujarat in India, primarily in ceramic raw materials.

A) ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF WARRANTS TO MANAN SHAH & M/S ASHAPURA INDUSTRIAL FINANCE LIMITED:

The Company had issued warrants to M/s Ashapura Industrial Finance Limited and Shri Manan Shah, Promoter Group Members, on preferential basis, Accordingly, the Special Resolution was passed through Postal Ballot on 1st February, 2023. The said warrants were issued with an option to convert it into equity. M/s Ashapura Industrial Finance Limited and Shri Manan Shah had applied for the conversion of its warrants into equity shares. Consequently, the Board of Directors in its meeting held on 13th August, 2024 approved the allotment of 40,40,000 shares of Rs. 2/- each at an issue price of Rs. 95.96/- per share to M/s Ashapura Industrial Finance Limited and Shri Manan Shah.

Pursunt to such allotment of equity shares, the paid-up share capital of the Company had increased to Rs.19,10,52,196/- comprising of 9,55,26,098 equity shares of Rs. 2/- each. Also subsequent to that allotment, the shareholding of the promoter and promoter group was increased to 47.70% of the enhanced paid-up share capital of the company.

B) APPROVAL OF 100% SUBSCRIPTION TO INCORPORATE A WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

The Board of Directors of the Company at their Meeting held on 13th August 2024 approved 100% subscription to incorporate a Wholly owned Subsidiary of the Company namely "AQ Minerals Private Limited" subject to the approval of ROC-Mumbai. The incorporation of the said wholly owned subsidiary will leverage the growth opportunities in the mining industry and will help the Company in becoming more agile.

C) ONE TIME SETTLEMENT (OTS) ENTERED BY THE COMPANY WITH GLOBAL VALUE INVESTMENTS PTE LTD.:

The Contracts of Affreightment ('COA') were entered into by the Company with certain Shipping Companies including Armada Singapore Pte Ltd. (Armada). Pursuant to disputes regarding the termination of COAs, the abovesaid shipping companies, obtained favorable foreign arbitration awards, which were subsequently declared enforceable by the Hon'ble Bombay High Court.

Armada had filed an execution application in Hon'ble Bombay High Court for recovery of its claims granted by the arbitration awards dated 16th February, 2010. Later, Armada had assigned its awards to Global Value Investments Pte Ltd (Singapore) (GVI). The Bombay High Court had then allowed substitution of GVI in place of Armada in the above execution proceedings. The Company thereafter settled with GVI and accordingly executed a settlement agreement on 27th February, 2020. The Hon'ble Bombay High Court took Consent Terms on record and allowed various Execution Applications/Commercial Execution Applications to be withdrawn filed by Armada (later substituted by Global Value Investments Pte. Ltd.).

On 12th February, 2024, the Company entered into a One Time Settlement ('OTS') with Global Value Investments Pte Ltd. ('GVI') in Dubai. As a part of the settlement agreement, the Company agreed to pay/settle a liability of Rs. 165.77 crores by paying Rs. 110 crores, leading to an extraordinary gain (net) of Rs. 56.72 crores on account of the discount negotiated with GVI.

D) ACQUISITION OF ENTIRE SHARE CAPITAL OF AEON PROCARE PRIVATE LIMITED ("AEON"), BY ASHAPURA INTERNATIONAL LIMITED ("AIL"), THE WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

Ashapura International Limited, Wholly Owned Subsidiary of the Company, acquired 50,35,000 (Fifty Lakh Thirty-Five Thousand) fully paid-up equity shares of Rs. 10/- each, representing the entire share capital of M/s. Aeon Procare Private Limited (Aeon). Aeon was a wholly owned subsidiary of Ashok Alco-Chem Limited, (Now Known as Aeonx Digital Technology Limited), Group Company. As a result of this acquisition, Aeon became a Step- Down Subsidiary of the Company w.e.f. 1st January, 2024.

E) ORDER IN THE MATTER OF M/S CARGILL INTERNATIONAL TRADING PTE LIMITED

M/s Cargill International Trading PTE Limited (Cargill) filed a Petition for the enforcement of the Foreign Arbitration Award amounting to Rupees Forty- Nine Crore Seventy-One Lakh (approx.) dated 28th May, 2010 in SIAC Arbitration No.014/2009 in the arbitration proceedings conducted at Singapore by a learned Arbitrator with the Singapore International Arbitration Centre (SIAC) against the Company. The High Court of Karnataka at Bengaluru vide its order dated 19th December, 2023 rejected the Company's objections to the enforcement of the Foreign Award under Sections 48[1][b], 48[1] [c] and 48[2] of the Arbitration and Conciliation Act, 1996 in the matter of Cargill.

Company then filed a Special Leave Petition (SLP(C) No. 005143 - 005144 / 2024) before the Hon'ble Supreme Court, challenging the Karnataka High Court's order dated 19th December, 2023. Vide an order dated 15th March, 2024, the Hon'ble Supreme court directed to issue notice to Cargill subject to Company's depositing an amount of Rs.15 crores within a period of four weeks. Accordingly, the Company has complied with the said order of the Hon'ble Supreme court and now, the matter is pending for hearing. Also, on 16th July, 2024, the Hon'ble Supreme court passed an order that the proceedings before the Executing Court [High Court of Karnataka] under A.PEFA No. 2/2020 may continue but final order shall not be passed till disposal of the said Special Leave Petition.

F. ORDER OF OFFICE OF THE COMMISSIONER OF CGST AND CEX (APPEALS - I), MUMBAI:

The Office of the Commissioner of CGST and CEX (Appeals - I), Mumbai, vide its Order No. GAPPL/COM/ST/D/152/2023-24/4570 dated 31st October, 2023, set aside Order-in-Original bearing no. 64/ADC/MUM-SOUTH/RG/2022-23 dated 27th February, 2023 passed by the Addl. Commissioner, CGST & CEX, Mumbai South Commissionerate.

The Authorities demanded vide this order Service Tax of Rs. 1,06,30,584/- (Rupees One Crore Six Lakhs Thirty Thousand Five Hundred Eighty-Four) for the period from 01st October, 2014 to 30th June, 2017 along with interest under Section 75 and Penalty under Section 77 & 78 of the Finance Act, 1994.

The Company has prefered an appeal and expects to get relief from Appellate Authority.

G. DEMISE OF SHRI ABHILASH MUNSIF, INDEPENDENT DIRECTOR OF THE COMPANY:

During the year under review, Shri Abhilash Munsif (DIN: 02773542), Non-Executive, Independent Director of the Company expired after a brief illness on Wednesday, 1st November, 2023 at the age of 81 years.

The Board of Directors and the Management of the Company express their deep sympathy, sorrow and condolences to his family and extend their heartfelt appreciation for Shri Abhilash Munsif's valuable contributions during his tenure as an Independent Director of the company.

3. DIVIDEND:

To Conserve the resources & to meet the company's future growth plans, your Director's do not recommed any dividend for the FY 2023-24.

The Company has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at https://www.ashapura.com/investor-corner.php.

4. TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard, there are no amounts which are required to be transferred to the Investor Education and Protection Fund by your Company, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 1,829.72 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31st March, 2024 are as mentioned below:

7. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of 'Chapter V - Acceptance of Deposits by Companies' of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31st March 2024 is as below.

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Hemul Shah (DIN- 00058558), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting wherever required.

b) Declaration by Independent Directors:

• The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same shall be available for inspection upon request by Shareholders.

• The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Board's opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/ expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company's business(es) and sector(s) for the Company to function effectively.

d) Appointment of Key Managerial Personnel (KMP):

a. From the date of appointment of Shri Chetan Shah as an Executive Chairman w.e.f. 24th October, 2019, he is forthwith considered as a Key Managerial Personnel (KMP) of the Company.

b. From the date of appointment of Shri Hemul Shah as an Executive Director & CEO w.e.f. 16th February, 2020, he is forthwith considered as a KMP of the Company.

c. In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Ashish Desai as Group CFO and Shri Sachin Polke, Company Secretary & President (Corporate Affairs), are recognized as the KMP of the Company.

d. In addition, the following Executive(s) of your Company have been recognized as whole-time Key Managerial Personnel to perform such duties/ functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its committee from time to time:

Shri Sandeep Deshpande - Group Head Human Resource Administration.

Ashapura International Limited (AIL):

The Company's revenue increased by 23% from Rs. 50,832 lakhs in FY 2022-23 to Rs. 62,539 lakhs in FY 2023-24 and that the Profit After Tax increased by 86% from Rs. 3,742 lakhs in FY 2022-23 to Rs. 6970 lakhs in FY 2023-24. This is the highest ever revenue and profits recorded by the company in its history.

Bombay Minerals Limited (BML):

The Company's revenue in FY 2023-24 stood at Rs. 7245 lakhs and those total expenses stood at Rs. 6809 lakhs which resulted in the Profit After Tax of Rs. 281 Lakhs.

Ashapura Perfoclay Ltd. (APL):

The Company's revenue in FY 2023-24 stood at Rs. 36,714 Lakhs while total expenses stood at Rs. 30,235 lakhs which resulted into Net Profit After Tax (PAT) of Rs. 4,778 lakhs as against Rs. 2,903 lakhs in the previous FY 2022-2023. Company's sales were up by 2% by volume and 1% by value. However, the reduced freight, softness in raw material prices, and the carry-over of the price revision in the previous year helped the company to improve its PAT levels.

The outlook for the next year is positive due to the increased customer base, expanding geographies, new products and efforts at the plant to maintain the costs by optimizing the process and improving efficiencies.

Other Overseas Subsidiaries:

The details regarding other subsidiaries including overseas subsidiaries and joint ventures of the Company have been provided in the AOC 1 attached to this Annual Report of FY 2023-24.

b) Companies which have become and ceased to be subsidiary, associate and/or joint venture:

During the year under review, Aeon Procare Private Limited became step-down subsidiary of the Company through Ashapura International Limited, Wholly owned subsidiary of the Company that acquired entire share capital of Aeon Procare Private Limited, a Group Company of the Company.

c) Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company's website at www.ashapura.com/investor-corner.php

10. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries & associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said section, a statement containing salient features of the Financial Statements of the Company's subsidiaries and associate companies (in Form AOC-1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at www. ashapura.com/investor-corner.php.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2024 AND 13TH AUGUST 2024 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

Other than as stated elsewhere in this report, during the year under review, the Company has not received any significant or material order passed by any regulatory authority, court or tribunals which shall affect the going concern status of the Company.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of six Directors as on 31st March, 2024. During the year, 5 meetings of the Board of Directors were held. The details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than one hundred and twenty days.

14. COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b. 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 and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. 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;

f. 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.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available for inspection of members at the Registered office the Company during working hours upto the date of Annual General Meeting and shall be made available to any shareholders on request. Members seeking to inspect such documents can send an email to cosec@ashapura.com..

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5&6).

a) Nomination & Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining their remunerations, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www. ashapura.com/investor-corner.php. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

b) Performance Evaluation Policy and Annual Performance Evaluation:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of the each and every Director of the Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements at all the three levels i.e. the organizational, the board and the individual director level, which in turn would help in increased accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Director's knowledge and understanding of their role, Company's vision and mission, Director's commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee composition, Independence, contributions to Board's decisions etc.

Further, the performance of Chairman & Executive Director was evaluated on certain additional parameters depending upon their roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies in alignment with the vision and mission of the Company etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation etc.

The Independent Directors had met separately on 20th March, 2024 and discussed, inter-alia, the performance of the Non-Independent Directors of the Company and the Board as a whole.

The Board evaluation report on performance of each individual Director and the Board as a whole was placed before the Board of Directors for appropriate analysis and confirmation. Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

c) Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments of the society, especially the deprived, under-privileged and differently abled persons. The Policy is available on the website of the Company viz. www. ashapura.com/investor-corner.php. The Composition of the CSR Committee is given in the Report on Corporate Governance.

The Company does not satisfy any of the conditions laid down under Section 135(1) of the Companies Act, 2013 during F.Y.2022-23 (being the immediately preceding F.Y), consequently, it was not mandatory for the Company to spend on CSR for F.Y.2023-24. However, the Company at Group Level has undertaken various CSR programs. Further, a detailed report is attached as "Annexure-D" to this Report.

d) Vigil Mechanism - Whistle Blower Policy:

The Company has vigil mechanism named a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical behaviour, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php. During the year under review, no complaint has been received under the Whistle Blower Policy (Vigil Mechanism).

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement, whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of the Company.

The board in its meeting held on 12th August 2021 has duly constituted the Risk Management Committee and approved the below-mentioned policy. The abovementioned Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php

f) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management is happy to take the same on record. The said Policy is available on the website of the Company viz. www.ashapura.com/investor-corner.php.

g) Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place the Policy on Related Party Transactions and the same is uploaded on Company's website at www.ashapura.com/investor-corner.php. This policy deals with the review and approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to entering into any kind of transactions. The Audit Committee and the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary course of business and at an arm's length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a time. Moreover, to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Company's website.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013, were on arm's length basis and in the ordinary course of business. Further, the disclosure of Material Related Party Transactions, as required under Companies Act, 2013 in Form AOC-2 has been attached as "Annexure E" to this Report.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 40)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been provided in the Corporate Governance Report, which forms part of this Annual Report.

A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the year 2027. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors' Report for the financial year ended 31st March, 2024 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. There are no qualifications or reservations or adverse remarks given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s Priyank Vyas and Associates, Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company for the financial year 2024-25 at the remuneration of Rs. 1,62,565/- per annum plus Goods and Service Tax (GST).

Your Company has received consent from M/s Priyank Vyas and Associates, to act as the Cost Auditors of your Company for the Financial Year 2024-25 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2022-23 was filed with the Ministry of Corporate Affairs on 12-09-2023.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024.

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31st March, 2024 is annexed with this report as "Annexure - B".

There are no qualifications or reservations or adverse remarks given by Secretarial Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

22. FRAUDS REPORTED BY AUDITOR:

During the year under review, no instance of fraud in the Company was reported by the Auditors.

23. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System. The Company continues to improve the present internal control systems by implementation of appropriate policy and processes evaluated based on the recommendation of Internal Auditors.

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2023-24 which carried out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

Besides this, the Company has also implemented 'SAP' Systems, an advanced IT business solution platform, to achieve standardized operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best global practices.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on:

1. Meetings of the Board of Directors

2. General Meetings

3. Reports of the Board of Directors

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure - C" to this Report.

26. EXTRACT OF ANNUAL RETURN:

Further, in accordance with the provisions of Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its website at www.ashapura.com/investor-corner.php

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on 'Corporate Governance' along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and 'Management Discussion and Analysis' Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of this Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31st March, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations is set out separately which forms part of this Report.

31. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.