Directors Report of Ashapura Logistics Ltd.

Mar 31, 2025

1. FINANCIAL RESULTS:

Financial results of the Company for Financial Year 2024-25 are summarized below:

(Figure in Lakhs)
Particulars	Standalone		Consolidated
	For the year ended 31-032025¹	For the year ended 31-032024¹	For the year ended 31-032025¹	For the year ended 31-032024¹
Revenue from operations	17,554.54	14,509.47	23,096.64	19,900.91
Other Income	227.56	73.62	165.84	33.66
Total Income	17,782.11	14,583.09	23,262.49	19,934.57
Profit/ (Loss) before Exceptional & Extraordinary items & tax	949.72	957.75	1,665.56	1,662.48
Less: Exceptional items	-	-	-	-
Profit/ (Loss) before tax	949.72	957.75	1665.56	1662.48
Less: Tax Expenses
- Current Tax	144.37	258.37	320.47	458.58
- Deferred Tax	104.00	(5.86)	109.22	(31.54)
Income tax of earlier years	-	-	-	-
Net Profit/ (Loss) For The Year	701.35	705.24	1,235.87	1,235.44
EBITDA	1,833.22	1,568.44	2,781.24	2,678.35
EBIT	1,348.08	1,277.90	2,079.59	2,017.41
* Figures regrouped wherever necessary.

2. STATE OF COMPANY''S AFFAIR:

Standalone figures:

During the year, your company recorded total revenue of Rs. 17,554.54 Lakhs against Rs. 14,509.47 Lakhs in the previous year and Net Profit for the year 2024-25 stood at Rs. 701.35 Lakhs as compared to Rs. 705.24 Lakhs in financial year 2023-24 which has decreased by 0.55%.

Consolidated figures:

During the year, your company recorded total revenue of Rs. 23,096.64 Lakhs against Rs. 19,900.91 Lakhs in the previous year and Net Profit for the year 2024-25 stood at Rs. 1235.87 Lakhs as compared to Rs. 1235.44 Lakhs in financial year 2023-24 which has increased by 0.04 %.

Capital Projects:

Warehousing Facilities:

The Company has initiated to construct the warehousing facility in Mundra location which will be in full operation from the end of the month of November 2025. Also, the Company will build facility of warehousing in the Bangalore and Chennai location which will be initiated during the start of the calendar year 2026.

Procurement of Fleets:

Looking to the growing demand and business of Domestic transportation and transportation facilities combined with Clearing and Forwarding business, the Company has procured 15 new Fleets in the first six months for the year 2025-26. This aggregates the owned fleets of around 321 till date and still the Company forecasts to procure more 20 Fleets till the end of 2025-26.

3. DIVIDEND:

In view of the Company''s overall performance and future outlook, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2025. The Company is presently in its growth stage and requires internal accruals to support its ongoing expansion plans.

The Board is confident that the existing operational capacity will enable the Company to address the increasing market demand, strengthen its market presence, and create sustainable value for its stakeholders.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (âListing Regulationsâ), which is available on the Company''s website: https://ashapura.in/docs/policies/Policy-on-Dividend-Distribution.pdf

4. TRANSFER OF UNCLAIMED DIVIDEND:

In accordance with the provisions of Section 124 of the Companies Act, 2013, any dividend amount that remains unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During the year under review, there were no amounts lying in the Unpaid / Unclaimed Dividend Account that had remained unpaid / unclaimed for seven years or more from the date of their transfer. Accordingly, no amounts were required to be transferred to the IEPF during the financial year. There is no amount lying in the Unpaid Dividend Account that is required to be transferred to the Investor Education and Protection Fund (IEPF).

5. SHARE CAPITAL:

â¢ AUTHORIZED SHARE CAPITAL

The Authorised Share capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 Equity Shares of Rs 10/- each.

â¢ PAID UP SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 13,55,61,210/- (Rupees Thirteen Crore Fifty-Five Lakhs Sixty-One Thousand Two Hundred Ten) divided into 1,35,56,121 Equity Shares of Rs 10/- each as on 31^st March, 2025. ¹

The allotments done in the current financial year are as follows:

No. of Persons to whom allotment is mad e

Preferential basis/private placement/ right issue

Date of Allotment

No. of

Allotted

Face value of shares allotted

Price and form of consideration

1744

Initial Public Offer

06/08/2024

36,57,000

Rs. 10 per share

On Face Value of Rs 10 at premium of Rs. 134/- each at cash

The final listing and trading approval of the equity shares issued during Initial Public Offer was received from NSE on 06^th August, 2024.

DETAILS OF UTILIZATION OF FUNDS RAISED IN F.Y 24-25

Sr. No.	Object disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual Utilized Amount	Unutilised Amount
1	Capital expenditure requirement for the purchase of Vehicles (trucks) and Equipment	1,502.05	1,502.05	0
2	Construction of Warehouse	1,639.82	879.11	760.71
3	Working Capital Requirement	600	600	0
4	General Corporate Purposes	1,019.71	1,019.71	0
5	Public Issue Related Expenses	504.50	504.50	0

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under review.

ii. Disclosure regarding issue of Employee Stock Options

The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

v. Bonus Shares

No Bonus Shares were issued during the year under review.

6. FINANICAL PERFORMANCE:

In FY 2024-25, the Company achieved consistent revenue growth and improved profitability, supported by operational efficiency, enhanced product mix, and strong stakeholder relationships. The successful completion of the Initial Public Offering (IPO) marked a significant milestone, strengthening the Company''s capital structure and reinforcing its long-term growth vision.

Total Standalone expenditure of the company for the year ended 31^st March 2025 amounted to Rs. 16,832.38 (Amount in Lakhs) and the Standalone Profit Before Tax (EBT) for the year ended 31st March, 2025 amounted to Profit of Rs. 949.72 (Amounts in Lakhs).

The Directors are optimistic about increasing the demand for the Company''s services in the coming years. To ensure improved future results, the Company has undertaken various cost-reduction initiatives, which are expected to enhance operational efficiency and strengthen profitability over the long term.

7. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

8. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve; profit will be transferred to Profit & Loss Account.

9. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial year, there has been no change in the business of the Company or in the nature of business carried by the Company during the financial year under review.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in nature.

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

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

12. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year under review, there was no change in the Registered office of the Company and the Company continues to hold its registered office at B-902 Shapath Hexa, Opp. High Court, S.G. Highway,

Sola, Ahmedabad, Ahmedabad, Gujarat, India, 380060.

13. DIRECTORS'' RESPONSIBILITY STATEMENT:

Apart from being on the Board and approving strategic and operational decisions, your Directors have certain responsibilities as well towards you, our fellow Members and hence pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your directors hereby confirm:

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) That the directors have 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 for preventing and detecting fraud and other irregularities;

d) That the directors had prepared the annual accounts on a ''going concern'' basis; and

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

14. DECLARATION BY INDEPENDENT DIRECTOR:

Pursuant to Section 149(7) of the Companies Act, 2013 (âthe Actâ) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ''criteria of Independence'' as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

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

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. In terms of Section 150 of the Companies Act, 2013 and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test (unless exempted) with the Indian Institute of Corporate Affairs.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

16. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, there were no additions to or cessations from the list of subsidiaries, associate companies, or joint venture entities of the Company.

The Company has the following subsidiary and joint venture entities as on March 31, 2025 Jai Ambe Transmovers Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Jai Ambe Transmovers Private Limited.

The said subsidiary qualifies as a material unlisted subsidiary of the Company under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODRâ). However, since the Company is listed on the SME Exchange, the provisions relating to Corporate Governance under Regulations 17 to 27 of SEBI LODR, including the requirement of Secretarial Audit of a material unlisted subsidiary, are not applicable to the Company. Accordingly, the Secretarial Audit Report of the said subsidiary has not been undertaken.

Ashapura Warehousing Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Ashapura Warehousing Private Limited.

Amanzi International Private Limited:

Refer Annexure I for the Individual Details including the type of subsidiary and its business operations of Amanzi International Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company''s subsidiaries, in the prescribed Form AOC-1, is attached as Annexure I of this Report.

17. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) and Section 92(3) of the Companies, Act 2013 and Rules framed thereunder, the extract of the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available at https://ashapura.in/annual-report.php

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015,

the Management Discussion and Analysis Report for the year under review forms part of the Directors'' Report.

19. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME EMERGE Platform of NSE therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence, your Company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015 and Corporate Governance does not form part of this Board''s Report.

20. BOARD AND ITS COMMITTEES:

Your Board has the right mix of Independent Directors (which includes Woman Director) and Executive Directors, which blends and supports discussions which turn into meaningful and strategically aligning decisions. As the Executive Directors come with strong Industrial and Operational Experience, the Independent Directors have the mix of Industrial, Banking, Financial and Legal Expertise. All the Independent Directors support effective communication and governance, which culminates in better understanding and better decision-making capabilities.

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their detailed composition along with their attendance is mentioned below. The composition of the Board and its committee is also available on the website of the company at https://ashapura.in/management-&-committees.php

I. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Composition of Board of Director as on 31^st March, 2025 is as follows:
Sr. No	Name	DIN	Designation	Nature of Directorship
1	Sujith Chandrashekar Kurup	00133346	Chairman & Managing Director	Executive Director
2	Chitra Sujith Kurup	02578525	Whole Time Director	Executive Director
3	Thomaskutty Varghese	10552412	Independent Director	Non-Executive
4	Satyacharan Chanderdeo Tiwari	10480931	Independent Director	Non-Executive
5	Umakant Kashinath Bijapur	07269181	Independent Director	Non-Executive
6	Sandip Navinchandra Mota		Chief financial officer	Key Managerial personnel
7	Priyanka Gyanchand Jain*		Former Company Secretary & Compliance officer	Key Managerial personnel

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 (âthe Actâ).

There was no appointment or resignation of any director of the Company during the year.

*Ms. Priyanka Gyanchand Jain resigned with effect from 10^th May, 2025from the position of Company secretary and compliance officer of the Company and the same was duly intimated to the Stock Exchange. The Company is in process of identifying the suitable Company Secretary & Compliance officer to Jill in the casual vacancy so caused.

The Board meets at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 21 (Twenty-One) times and the gap between two meetings did not exceed one hundred and twenty days (120).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	10-04-2024	5	4
2.	16-04-2024	5	4
3.	30-05-2024	5	4
4.	01-07-2024	5	4
5.	15-07-2024	5	4
6.	18-07-2024	5	4
7.	23-07-2024	5	4
8.	01-08-2024	5	4
9.	02-08-2024	5	4
10.	28-08-2024	5	5
11.	31-08-2024	5	4
12.	10-10-2024	5	4
13.	21-10-2024	5	4
14.	04-11-2024	5	4
15.	14-11-2024	5	5
16.	28-12-2024	5	4
17.	01-01-2025	5	4
18.	07-02-2025	5	4
19.	17-02-2025	5	4
20.	14-03-2025	5	4
21.	25-03-2025	5	4

II. COMMITTEES MEETING â¢ AUDIT COMMITTEE

Directors have good understanding Finance, Accounts and Law.

The Composition of the Audit Committee and details of participation of the Members at the Meetings of the Committee during the year are as under:

Composition of audit committee of the company is as follows:

Sr. No.	Name of Member	Designation	Nature of Directorship
1	Thomaskutty Varghese	Chairman	Non-Executive Independent Director
2	Satyacharan Chanderdeo Tiwari	Member	Non-Executive Independent Director
3	Sujith Chandrasekhar Kurup	Member	Managing Director

During the year, Audit Committee met as and when required. All the committee members were present at that meeting.

Sr. No.	Date of Meeting	Committe e Strength	No. of Members Present
1.	10-04-2024	3	3
2.	15-07-2024	3	3
3.	31-08-2024	3	3
4.	14-11-2024	3	3
5.	28-12-2024	3	3
6.	17-02-2025	3	3
7.	25-03-2025	3	3

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7).

> NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted a Nomination and Remuneration Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Nomination and Remuneration Committee of the company consists of three Independent Directors of the Company. During the year, the nomination and remuneration committee of the board was constituted by a resolution of the board at their meeting held on 25h March 2025.

Composition of Nomination and Remuneration Committee of the company is as follows:
	Sr. No.	Name of Member	Designation	Nature of Directorship
	1	Satyacharan Chanderdeo Tiwari	Chairman	Non-Executive Independent Director
	2	Thomaskutty Varghese	Member	Non-Executive Independent Director
	3	Umakant Kashinath Bijapur	Member	Non-Executive Independent Director

During the year, Nomination and Remuneration Committee met twice on 31^st August, 2024 and 25^thMarch, 2025. All the committee members were present at that meeting.

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board;

4. Devising a policy on Board diversity, if any;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director ''s performance.

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

8. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

9. Carrying out any other function contained in the equity listing agreements as and when

amended from time to time.

The performance evaluation of the Independent Director was evaluated by the Board after seeking inputs from all the independent directors on the basis of the criteria such as participation in decision making and rendering unbiased opinion; participation in initiating new ideas and planning of the company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such as the contribution in raising concerns to the Board, safeguarding of confidential information, rendering independent unbiased opinion etc. The web link is chrome-https://ashapura.in/docs/policies/Policy-on-Evaluation-of-Board-and-Independent-Directors.pdf

During the year, the Board accepted all the recommendations/inputs as laid by the Committees to the Board of Directors.

REMUNERATION OF DIRECTORS During the year company has paid following remuneration to the directors as follows:
Name	Category	Remuneration
Sujith Chandrasekhar Kurup	Executive Managing Director	Rs. 69.84 Lakhs
Chitra Sujith Kurup	Executive Whole Time Director	Rs. 13.66Lakhs
Thomaskutty Varghese	Non-Executive Independent Director	NIL
Satyacharan Chanderdeo Tiwari	Non-Executive Independent Director	NIL
Umakant Kashinath Bijapur	Non-Executive Independent Director	NIL

REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of the Company chrome- https://ashapura.in/docs/policies/Policv-on-Nomination-and- Remuneration.pdf

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will involve a balance between fixed and incentive pay reflecting short term and long term performance objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

The criteria for making payment to the non-executive director is available on the website of the company chrome- https://ashapura.in/docs/policies/Policy-on-Terms-of-Appointment-of-Independent-Directors.pdf.

â¢ STAKEHOLDER, SHAREHOLDER AND INVESTOR GRIEVANCE COMMITTEE The composition of the stakeholder, shareholder and investor grievance committee and details of participation of the members at the meetings of the committee during the year are as under: Composition of the Committee is as follows:
	Sr. No.	Name of Member			Designation	Nature of Directorship
	1	Umakant Kashinath Bijapur			Chairman	Non-Executive Independent Director
	2	Thomaskutty Varghese			Member	Non-Executive Independent Director
	3	Sujith Chandrasekhar Kurup			Member	Managing Director
During the year, Stakeholder''s Relationship Committee met as and when required. All the committee members were present at that meeting.
	Sr. No.		Date of Meeting	Committee Strength			No. of Members Present
	1.		28-08-2024	3			3
	2.		04-11-2024	3			3
	3.		07-02-2025	3			3

The term of reference of Stakeholder''s Relationship Committee is as below:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, the stakeholder, shareholder and investor grievance committee of the board

was constituted by a resolution of the board at their meeting held on March 07, 2025. To solve

the investors grievances Company has formulated Stakeholder''s Relationship Committee.

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015; the details regarding investor''s complaints are as follows:
Status of Complaints pending, received, disposed and unresolved:
Number of Shareholders'' Complaints Pending at the end of the year	No pending Complaints
Number of Shareholders'' Complaints received during the year	Nil
Number of Shareholders'' Complaints disposed during the year	Nil
Number of Shareholders'' Complaints remain unresolved during the year	Nil
*Company listed on NSE EMERGE platform on 6th August, 2024

â¢ CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition of the corporate social responsibility committee and details of participation of the members at the meetings of the committee during the year are as under:

SN	Name of Director	Category	Designation
1.	Sujith Chandrasekhar Kurup	Chairperson	Managing Director
2.	Thomaskutty Varghese	Member	Independent Director
3.	Chitra Sujith Kurup	Member	Whole-Time Director

During the year, Corporate Social Responsibility Committee met twice on 17^th February, 2025 and 25^th March, 2025. All the committee members were present at that meeting.

The terms of reference of the CSR Committee include the following:

1. To formulate and recommend to the Board, a CSR policy.

2. To prepare Annual Action Plan on CSR and recommend to the Board; which will indicate the activities to be undertaken by the Company as well as the amount of expenditure to be incurred on the activities referred to in the CSR policy, manner of implementation of CSR activities and monitoring the same.

3. To prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes activities proposed to be undertaken by the Company.

4. To report the details of CSR activities undertaken and carried out by the Company in Directors Report and display the same on the website of the Company.

21. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of Independent Directors was held on 25^th March, 2025, to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the

management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting.

22. FAMILIARIZATION PROGRAMMES TO INDEPENDENT DIRECTORS:

The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring continuous awareness and engagement. The Board is regularly apprised of any amendments, regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors. The Company also maintains updated disclosures on its website regarding the Familiarization Programmes conducted for its directors, in line with applicable regulatory requirements.

The Company, through its Company Secretary, Executive Director or Manager as well as other Senior Managerial Personnel, conducts presentations/programs to familiarize the Independent Directors with the strategy, operations and functions of the company inclusive of important developments in business. The web link is https://ashapura.in/docs/policies/Policy-on-Familiarization-Program-for-Independent- Directors.pdf

The terms and conditions of independent directors is available on the website of the company at https://ashapura.in/docs/policies/Policy-on-Terms-of-Appointment-of-Independent-Directors.pdf

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company remains committed to nurturing a performance-driven and inclusive culture, with a strong focus on employee development, engagement, and overall well-being. The Board of Directors expresses its sincere appreciation for the dedication, professionalism, and commitment of all employees, whose contributions have been pivotal to the Company''s consistent performance and longterm growth.

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the companies (appointment and remuneration of managerial personnel) Amendment rules, 2016. The necessary disclosures have been annexed as ''Annexure - II'' to the Directors'' Report.

24. STATEMENT ON RISK MANAGEMENT:

The Company recognizes that effective risk management is integral to achieving its strategic objectives and safeguarding stakeholder value. A comprehensive risk management framework is in place to identify, assess, and mitigate potential risks across operational, financial, strategic, and compliance areas.

The Board of Directors, supported by the management team, periodically reviews key risks and ensures that appropriate systems, policies, and internal controls are implemented to minimize their impact. The Company also monitors emerging risks arising from market dynamics, regulatory changes, technology shifts, and other external factors.

By embedding a culture of risk awareness and accountability at all levels, the Company strives to proactively address challenges, enhance resilience, and ensure sustainable long-term growth.

The Board of Directors affirms that the Company''s risk management system is adequate and commensurate with the size and complexity of its operations and provides reasonable assurance that risks are being effectively monitored and managed.

25. AUDITORS:

â¢ STATUTORY AUDITORS:

The Members at the Annual General Meeting of the Company held on September 30, 2023, had appointed M/s. Talati and Talati LLP as the Statutory Auditor of the Company to hold office for a term of three years i.e., upto financial year ending 31st March, 2026.

There are no qualifications or adverse remarks in the Auditor''s Report. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

â¢ SECRETARIAL AUDITOR:

Mr. Bhaveshkumar Arjunkumar Rawal Practicing Company Secretary to conduct Secretarial Audit has resigned with effect from 07-05-2025 & Board has appointed Keyur J. Shah and Associates as the Secretarial Auditor in Board Meeting dated 13-05-2025 to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2025.

The Secretarial Report has been annexed as ''Annexure -III'' to the Directors'' Report. The Secretarial Audit Report which contain qualified remarks under applicable provisions. The Company has submitted the explanation against qualified remarks and is hopeful that matter to be resolved favourably. The Company to the extent possible has complied with the applicable provisions of the SEBI (LODR) and Secretarial Standards.

Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Keyur J. Shah & Associates had given their consent to act as Secretarial Auditors, accordingly, the Board in the meeting held on May 16, 2025 recommended their appointment for financial year 2025-26, which is subject to approval of the members. The resolution pertaining to the appointment forms part of the Notice convening the Annual General Meeting.

â¢ INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company had appointed internal auditor M/s SSBK & Co. for the financial year 202425.

The Internal Auditor directly reports to the Audit Committee.

26. COMMENTS ON AUDITOR''S REPORT:

M/s Talati and Talati LLP, Chartered Accountants, have submitted Auditors'' Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31^st March 2025. The notes referred to in the Auditor''s Report are self-explanatory and as such they do not call for any further explanation.

27. MAINTENANCE OF COST RECORDS:

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

28. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in the ordinary course of business and were on an arm''s length basis. The policy on Related Party Transaction is uploaded on the website of the company. Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Related-Party-Transactions.pdf

Particulars of material contract or arrangements or transactions at arm''s length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as âAnnexure - IVâ in form AOC-2 for your kind perusal and information.

29. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as "Annexure - Vâ and forms part of this report.

30. CERTIFICATION BY MANAGING DIRECTOR/ CHIEF FINANCIAL OFFICER:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR) relating to declaration by CEO/CFO is not applicable to the company.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility (CSR) is an integral part of the Company''s business philosophy. The Company undertakes its CSR initiatives not merely as a statutory obligation but with genuine commitment, thereby positively impacting thousands of lives across India.

In compliance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and adopted a CSR Policy. The policy is available at: https://ashapura.in/.

The detailed note on CSR expenditure of the company undertaken during the year has been annexed as ''Annexure - VI'' to the Directors'' Report.

32. ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the

board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

33. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The List of board of Directors and KMP as on 31st March, 2025:

Name of Director/KMP	Category & Designation	Date of Appointment	Date of Resignation
Sujith Chandrasekhar Kurup	Chairman and Executive Managing Director	02/04/2002
Chitra Sujith Kurup	Executive Whole- Time Director	26/07/2006	--
Satyacharan Chanderdeo Tiwari	Non-Executive Independent Director	18/03/2024	--
Umakant Kashinath Bijapur	Non-Executive Independent Director	18/03/2024	--
Thomaskutty Varghese	Non-Executive Independent Director	18/03/2024	--
Priyanka Gyanchand Jain	Company Secretary	01/03/2024	10-05-2025
Ashok Prabhudasbhai Tanna	Chief Financial Officer	01/08/2023	31-12-2024
Sandip Navinchandra Mota	Chief Financial Officer	25-03-2025

34. RETIREMENT OF ROTATION:

Mr. Sujith Chandrasekhar Kurup (DIN: 00133346), Managing Director, liable to retire by rotation, and being eligible, have offered himself for re-appointment at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the proposal for re-appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

35. COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT & REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes,

independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 the same is available on company''s website.

Company''s policy on directors'' appointment and remuneration is available in the web link chrome-https://ashapura.in/docs/policies/Policy-on-Nomination-and-Remuneration.pdf

36. DEPOSIT:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

37. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed. The Company has adequate internal financial controls in place, commensurate with its size and the nature of business.

38. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has established and maintained adequate internal financial controls, commensurate with the size, scale, and nature of its operations. These controls ensure the orderly and efficient conduct of business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial statements.

The internal financial control systems are reviewed periodically by the management and audited by both internal and statutory auditors. The Board of Directors, through the Audit Committee, monitors the effectiveness of these controls and ensures that any identified weaknesses are promptly addressed.

Based on the framework of internal controls in place and the review carried out, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements are adequate and operating effectively.

Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board'' report. The detailed report forms part of Independent Auditors Report.

39. DISCLOSURES OF ESTABLISHMENT OF WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the

directors and employees to report to the appropriate authorities off unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company. During the year under review, there were no instances of fraud reported to the Audit Committee or the Board.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company''s website. The web link is chrome- https://ashapura.in/docs/policies/Policy-on-Vigil-Mechanism-Whistle- Blower-for-Directors-and-Employees.pdf

40. STATUTORY INFORMATION:

The Company is an integrated logistics company in India, primarily operating in (i) Cargo handling and freight forwarding segment; (ii) Transportation (including project logistics and third-party logistics (â3PLâ)); (iii) Warehousing and Distribution and (iv) other services (including coastal movement) and is the member of EMERGE platform of National Stock Exchange of India Limited (NSE EMERGE). Apart from this business, the company is not engaged in any other business/activities.

41. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

42. CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.

43. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors is not applicable to the company as company has listed its specified securities on the NSE EMERGE Platform.

44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Your Directors have exercised due care and implemented appropriate measures to prevent and detect any fraud on or by the Company. Furthermore, pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees to the Board.

45. INSURANCE:

All properties and insurable interests of the Company, including buildings, plant and machinery, and stocks, wherever necessary and to the extent required, have been adequately insured. The Company reviews the insurance coverage annually to ensure it remains appropriate and adequate.

46. RESEARCH & DEVELOPMENT:

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is in significant in relation to the nature size of operations of your Company.

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of research & development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people. The company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of company.

47. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your company adopted policy of âPrevention of Sexual Harassment of Women at Workplaceâ. There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The constitution of Internal Complaints Committee is as follows:
	Sr. No.	Name	Position
	1.	Ms. Shilpa Sharda	Chairperson
	2.	Ms. Rashmi Gomes	Co-Chairperson
	3.	Ms. Bhakti Joshi	Member
	4.	Ms. Pooja Dagha	Member
	5.	Ms. Shivani Kadam	Member
	6.	Mr. Ankit Prajapati	Member
	7.	Ms. Jaina Sharad Bhatt	External Member

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013. The Company did not receive any complains on sexual harassment during the year and hence no complaints remain pending as of 31^st March, 2025. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

48. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for regulating, monitoring and reporting of Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Companies Act, 2013. The Code of internal procedures and conduct for Regulating, monitoring and Reporting of Trading by Insiders is available on chrome- https://ashapura.in/docs/policies/Policy-on- Internal-Procedures-and-Conduct-for-Prevention-of-Insider-Trading.pdf

49. DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, the Company has not filed any application under the Insolvency and Bankruptcy Code, 2016, nor are there any proceedings pending against the Company under the said Code.

50. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANK S OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The above provision is not applicable to the Company, as it has not entered into any settlement with Banks or Financial Institutions during the year under review.

51. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the shareholders and attach the said report to financial statements laid before the shareholders at the annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the Board''s Report, are applicable to the Directors'' Report for the financial year commencing on or after 1stApril, 2014.

52. CREDIT RATINGS:

During the year under review, the Company has neither obtained any credit rating from a credit rating agency nor has there been any revision in the credit rating of the Company. The Company shall obtain credit ratings as and when required in compliance with the applicable regulatory provisions.

53. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the period under review, the company has not made any failure in completing or implementing any corporate action within the specified time limit.

54. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: ASHALOG), where its securities are listed

55. ACKNOWLEDGEMENT:

Your directors place on records their deep appreciation for the hard work, dedication, and commitment demonstrated by employees at all levels, whose continued support and co-operation have been integral to the Company''s operations and performance.

The Board also conveys its sincere gratitude to the Shareholders, Bankers, Regulatory Authorities, and other business partners for their constant support and valuable assistance during the year under review.

Further, the Directors express their deep sense of appreciation for the commitment and professionalism of all executives, officers, and staff, which has contributed significantly to the Company''s sustained growth and successful performance.

CHANGES IN THE SHARE CAPITAL, if any

During the Financial Year 2024-25, the Company has issued its Initial Public Offerings of 36,57,000 equity shares of face value 10/- each

Mar 31, 2024

Your Directors take pleasure in presenting the Boardâs Report of the company on the business and operations together with the Audited Accounts for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS & PERFORMANCE:

Financial performance of the Company for Financial Year 2023-24 is summarized below:

(Figure in Lakhs)

Particulars	Standalone		Consolidated
	For the year	For the year	For the year	For the
	ended 31-03-	ended 31-	ended 31-03-	year ended
	2024*	03-2023	2024*	31-03-2023
Revenue from operations	14509.47	17154.60	19900.91	22181.65
Other Income	73.62	46.26	33.66	78.66
Total Income	14583.09	17200.76	19934.57	22260.31
Profit/ (Loss) before Exceptional & Extraordinary items & tax	957.75	972.86	1662.48	1210.77
Less: Exceptional items	-	-	-	-
Profit/ (Loss) before tax	957.75	972.86	1662.48	1210.77
Less: Tax Expenses - Current Tax	258.37	252.04	458.58	336.32
- Deferred Tax - Income tax of earlier years	(5.86)	(7.65)	(31.54)	(34.34)
Net Profit/ (Loss) For The Year	705.24	728.47	1235.43	908.79

* Figures regrouped wherever necessary.

2. STATE OF COMPANY''S AFFAIR:

Standalone figures

During the year, your company recorded total revenue of Rs. 14,509.47 Lakhs during the current year against Rs. 17,154.50 Lakhs in the previous year and Net Profit for the year 2023-24 stood at Rs. 705.24 Lakhs as compared to Rs. 728.47 Lakhs in financial year 2022-23 which has decreased by 3.19%.

Consolidated figures

During the year, your company recorded total revenue of Rs. 19,900.91 Lakhs during the current year against Rs. 22,181.65 Lakhs in the previous year and Net Profit for the year 2023-24 stood at Rs. 1235.43 Lakhs as compared to Rs. 908.79 Lakhs in financial year 2022-23 which has increased by 35.94%.

3. DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesnât declared dividends as the company is at growing stage and requires funds for expansion. Your Directors do not recommend any dividend for the year ended 31^st March, 2024.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

5. SHARE CAPITAL:

During the year under review, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs 10/- each and Paid-up Share Capital of the Company is Rs. 9,89,91,210/- as on divided into 98,99,121 Equity Shares of Rs 10/- each 31st March, 2024.

The allotments done in the current financia year are as follows-

No. of Persons to whom allotment is made

Preferential basis/private placement/ right issue

Date of Allotment

No. of

Allotted

Face value of shares allotted

Price and form of consideration

Bonus Issue

16/02/2024

92,00,000

Rs. 10 per share

On Face Value of Rs 10 as Bonus Shares

Private

Placement

22/03/2024

3,31,121

Rs. 10 per share

On Face Value of Rs 10 at premium of Rs. 141/-each at cash

Moreover, after the completion of financial year by the way of Initial Public Offer, the Company on 02nd August, 2024 allotted 36,57,000 Equity shares on face value of Rs. 10/- at a premium of Rs. 134/- each. Hence, on the date of report Company''s issued, subscribed and paid up capital of the company stood at Rs. 13,55,61,210 divided into Rs. 1,35,56,21 Equity shares of Rs. 10/- each.

INITIAL PUBLIC OFFER AND CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF NSE

Your Board would like to appraise that the Company has issued and allotted 36,57,000 Equity shares of the face value of Rs.10/- each at an issue price of Rs. 144/- each including a share premium of Rs. 134/- each aggregating to Rs. 5,266.08 Lakhs by passing the necessary shareholders'' resolution in the Extra Ordinary General Meeting of the Company held on 23^rd March, 2024.

Your Directors are pleased to inform you that the Companyâs securities have been listed on the SME Platform of National Stock Exchange of India Limited (NSE Emerge] with effect from 06th August, 2024.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The Net Issue Proceeds will be utilized for following purpose:

SN	Particulars	Total Estimated Amount
1.	Purchase of Vehicles and Equipment	1,502.05
2.	Construction of warehouses at our facilities located at Mundra, Gujarat	1,639.82
3.	Working Capital Requirement	600.00
4.	General Corporate Purpose	[â¢]

6. MATERIAL CHANGES:

Initial Public Offer and Listing of Shares:

The members of the Company had passed the Special Resolution in Extra Ordinary General Meeting held on 23^rd March, 2024 for listing its Equity shares on EMERGE Platform of NSE Limited (âNSE EMERGEâ]. M/S Beeline Capital Advisors Private Limited acted as Merchant Banker and Book Running Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements] Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements] Regulations, 2015 & Securities Contract Regulation Act, 1956.

The equity shares of your Company are listed on EMERGE Platform of NSE Limited (NSE EMERGE] Limited with effect from 06^th August, 2024 pursuant to Initial Public Offer of the Company.

7. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

8. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial year, there has been no change in the business of the company or in the nature of business carried by the company during the financial year under review.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in nature.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5] of the Companies Act, 2013, your directors hereby confirm:

a] That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b] That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c] That the directors have 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 for preventing and detecting fraud and other irregularities;

d] That the directors had prepared the annual accounts on a ''going concernâ basis; and

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

11. DECLARATION BY INDEPENDENT DIRECTOR:

Pursuant to Section 149(7] of the Companies Act, 2013 (âthe Actâ] read with the Companies (Appointment and Qualifications of Directors] Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ''criteria of Independenceâ as prescribed under Section 149(6] of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at Manesar for exam "Online Self-Assessment Test".

12. LOANS GUARANTEES AND INVESTMENTS:

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Jai Ambe Transmovers Private Limited is the wholly owned subsidiary, Ashapura Warehousing Private Limited and Amanzi International Private Limited, are subsidiaries of the company, a statement providing details of performance and salient features of their financial statements, as per Section 129(3) of the Act, is annexed as "Annexure-Iâ to this report.

14. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at https://ashapura.in/annual-report.php

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report, is given in Annexure II.

16. CORPORATE GOVERNANCE:

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME EMERGE Platform of NSE therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence, your company is exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015 and Corporate Governance does not form part of this Boardâs Report.

17. BOARD AND ITS COMMITTEES:

I. BOARD MEETING:

Composition of Board of Director as on 31st March, 2024 is as follows:

Sr.No	Name	Designation	Nature of Directorship
1	Sujith Chandrashekar Kurup	Chairman & Managing Director	Executive Director
2	Chitra Sujith Kurup	Whole Time Director	Executive Director
3	Thomaskutty Varghese	Independent Director	Non-Executive
4	Satyacharan Chanderdeo Tiwari	Independent Director	Non-Executive
5	Umakant Kashinath Bijapur	Independent Director	Non-Executive

The Board meets at regular intervals to discuss and decide on the Companyâs performance and strategies. During the financial year under review, the Board met 15 (Fifteen] times and the gap between two meetings did not exceed one hundred and twenty days (120).

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	05-04-2023	3	3
2.	11-04-2023	3	3
3.	25-07-2023	3	3
4.	04-09-2023	3	3
5.	09-09-2023	3	3
6.	05-12-2023	3	3
7.	12-01-2024	4	4
8.	18-01-2024	4	4
9.	22-01-2024	3	3
10.	16-02-2024	3	3
11.	01-03-2024	3	3
12.	05-03-2024	3	3
13.	15-03-2024	3	3
14.	18-03-2024	5	5
15.	22-03-2024	5	5

II. COMMITTEES MEETING â¢ AUDIT COMMITTEE

Our Company has constituted an Audit Committee with its composition, quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The Audit Committee of the company consists of two Independent Directors and one Executive Director of the Company. All the Directors have good understanding Finance, Accounts and Law. During the year, the audit committee of the board was constituted by a resolution of the board at their meeting held on 18^th March, 2024.

The Composition of the Audit Committee and details of participation of the Members at the Meetings of the Committee during the year are as under:

Composition of audit committee of the company is as follows:

S.N.	Name of Member	Designation	Nature of Directorship
1	Thomaskutty Varghese	Chairman	Non-Executive Independent Director
2	Satyacharan Chanderdeo Tiwari	Member	Non-Executive Independent Director
3	Sujith Chandrasekhar Kurup	Member	Managing Director

During the year, Audit Committee met once on 18^th March, 2024. All the committee members were present at that meeting.

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the directorâs responsibility statement to be included in the boardâs report in terms of clause (c) of sub-section (3] of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.], the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;