Directors Report of Ashtasidhhi Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual Report together with the Audited Financial
Statements for the Financial Year ended March 31^st, 2025.

> Financial Results: (Rs. In Lakh)

Particulars	2024-25	2023-24
Revenue from operations	154.34	59.34
Other Income	1.31	18.8
Total revenue	155.65	78.14
Expenditure
Employee benefits expenses	3.55	4.91
Other expenses	148.21	112.18
Total expenses	151.76	117.09
Profit before tax	3.89	(38.95)
Tax expense:
Current Tax	1.14	-
Previous Year	-	-
Net profit ( loss) for the year	2.75	(38.95)

> PRESENT OPERATIONS & FUTURE PROSPECTS:

Continuing its strategic shift undertaken in the previous year, the Company operated in the textile
sector throughout the financial year under review. The business operations are currently based in
Ahmedabad, Gujarat, and primarily involve trading and allied activities in the textile sector. The
Company remains focused on strengthening its presence in this line of business and exploring
opportunities for expansion.

The total revenue of the Company for the financial year 2024-25 stood at Rs. 155.65 lakhs, as
compared to Rs. 78.14 lakhs in the previous financial year 2023-24, marking a significant increase in
revenue. This growth reflects improved market penetration and increased trading activity within the
textile sector.

The total expenses incurred during the year were Rs. 151.76 lakhs, as against Rs. 117.09 lakhs in the
previous year. The increase in expenditure is mainly attributable to scaling of business operations
and associated costs.

The Company earned a net profit of Rs. 2.75 lakhs for the year under review, as compared to a loss of
Rs. 38.95 lakhs in the previous year.

With a continued strategic focus on the textile sector, the Company aims to broaden its market
presence and product offerings. The management is actively exploring avenues for geographical
expansion, operational scaling, and value addition to strengthen the Company''s competitive position
and ensure long-term sustainable growth.

> DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the current
year to conserve the resources.

> RESERVES:

During the year under review, the Company has not transferred any amount to the ''General Reserve''
or to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

> CHANGE IN NAME AND NATURE OF COMPANY BUSINESS:

There is no change in name and nature of the company during the period under review.

> DIRECTORS AND KEY MANAGERIAL PERSONNELfs):

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members
with 1 (One) Executive Director and 5 (Five) Non-Executive Directors.

i. Change in constitution of Board of Directors:

During the year under review, there were the following changes in the composition of the
Board of Directors:

• Mr. Umang Khaitan (DIN: 06519006) was appointed as an Additional Director and
designated as the Chief Executive Officer (CEO) of the Company with effect from
March 1, 2025.

• Mr. Anjani Radheshyam Agarwal (DIN: 00394836) was appointed as an Additional
Director with effect from November 25, 2024.

• Mr. Sudhir Kumar Asthana (DIN: 10846983) was appointed as an Independent
Director of the Company with effect from November 25, 2024.

• Mrs. Pinky M. Agrawal (DIN: 02304366) resigned from the position of Chief Executive
Officer and Director of the Company with effect from March 1, 2025. The Board places
on record its sincere appreciation for her valuable contributions and leadership
during her tenure.

ii. Change in constitution of KMP:

• Mrs. Vaishaliben Sanjaybhai Jain was appointed as Company Secretary and
Compliance Officer of the company with effect from 01^st March, 2025.

• Mrs. Yashvi Shah, Company Secretary and Compliance Officer, resigned from her
position with effect from November 25, 2024. The Board expresses its gratitude for
her dedicated service and support to the Company.

iii. Retirement by Rotation:

In accordance with the provision of Section 152 of the Act read with rules made there under
and the Articles of Association of the Company, Mr. Purushottam Radheshyam Agarwal (DIN:
00396869) is liable to retire by rotation at the ensuing Annual General Meeting. Director
being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Brief profiles of aforesaid director is given in the Annual Report.

iii. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the
Company as on the date of this Report are:

Sr.No.	Name	Designation
1.	Ms. Umang Khaitan	Chief Executive Officer (CEO)
2.	Mr. Deepa Ram Rebari	Chief Financial Officer (CFO)
3.	Mrs. Vaishaliben Sanjaybhai Jain	Company Secretary and Compliance Officer(CS)

iv. Declaration from Independent Director:

All Independent Directors have furnished respective declaration stating that they meet the criteria
of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Independent Directors have also confirmed that they have complied with
the Company''s Code of Business Conduct and Ethics.

v. Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors
seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to the
notice convening 33^rd Annual General Meeting.

vi. Disqualification of Directors

None of the Directors of the Company is disqualified for being appointed as Director as specified
in Section 164 (2) of the Companies Act, 2013.

> DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed.

ii. The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or
loss of the Company for the year ended on that date.

iii. 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 and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts for the financial year ended March 31,
2025 on a going concern basis.

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

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

> DETAILS OF HOLDING / SUBSIDARY COMPANIES / IOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has One Associate Companies i.e. Anunay Fab Limited.

In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient features
of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms
part of this Board of Director''s Report as Annexure - A.

> DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under the
provision of the Companies Act, 2013 and the rules framed there under, as amended from time to
time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and ( vi )
of Companies ( Accounts ) Rules, 2014.

> DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators
or Court or T ribunals which may have impact on the going concern status. No order has been passed
by any Regulators or Court or Tribunals which may have impact on the Company''s operation in
future.

> INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with
the size and nature of business of the Company. The Company has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its business, including adherence to
Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares
that there are no particulars to report for the Conservation of Energy & Technology Absorption.
Further, there is no foreign exchange earnings and outgo during the year under the review.

> THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE PROVISIONS CONTAINED
IN RULE 5(2) AND RULE 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

> VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted
by the Company encourages the Whistle Blower to report genuine concerns or grievances and
provide for adequate safe guards against victimization of Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee, in
exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time
to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board.

> NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the
Directors. During the year, 8 (Eight) Board meetings were convened and held. The gap between two
consecutive meetings was not more than one hundred and twenty days as provided in section 173 of
the Act. The Details of Which are as under:

Sr. No.	Date of Board Meeting	Directors Present
1.	01.04.2024	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal In presence: 1. Ms. Yashvi Shah (CS)
2.	27.05.2024	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal In presence: 1. Ms. Yashvi Shah (CS) In Invitees: Mr. Deepa Ram Rebari (CFO)
3.	12.08.2024	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal In presence: 1. Ms. Yashvi Shah (CS) In Invitees: Mr. Deepa Ram Rebari (CFO)
4.	13.11.2024	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal In presence: 1. Ms. Yashvi Shah (CS) In Invitees: Mr. Deepa Ram Rebari (CFO)
5.	25.11.2024	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal In presence: 1. Ms. Yashvi Shah (CS) Invitees: 1. Mr. Anjani Radheshyam Agarwal 2. Mr. Sudhir Kumar Asthana
6.	12.02.2025	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal 5. Mr. Anjani Radheshyam Agarwal

		6. Mr. Sudhir Kumar Asthana In Invitees: Mr. Deepa Ram Rebari (CFO)
7.	01.03.2025	1. Mr. Purushottam Radheshyam Agarwal 2. Mrs. Pinky Agarwal 3. Mr. Anandkumar Parmeshwar Agrawal 4. Mr. Sumant Laxminarayan Periwal 5. Mr. Anjani Radheshyam Agarwal Invitees: 1. Ms. Umang Khaitan
8.	06.03.2025	1. Mr. Purushottam Radheshyam Agarwal 2. Mr. Anandkumar Parmeshwar Agrawal 3. Mr. Sumant Laxminarayan Periwal 4. Mr. Anjani Radheshyam Agarwal 5. Mr. Sudhir Kumar Asthana 6. Ms. Umang Khaitan Invitees: Ms. Vaishali Jain

> AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company during the Financial Year 2024-25
comprised the following members:

> Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director)

> Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive
Director)

> Mrs. Pinky Mukesh Agrawal, Member (Executive and Non-Independent Director) [up to

01.03.2025]

> Mr. Sudhir Kumar Asthana, Member (Non-Executive and Non-Independent Director) [w.e.f.

01.03.2025]

The Audit Committee was duly constituted in accordance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time. The majority of the members of
the Audit Committee are Independent and Non-Executive Directors.

During the financial year 2024-25, the Audit Committee met Five (5) times on the following dates:
27.05.2024, 12.08.2024, 13.11.2024, 25.11.2024 and 12.02.2025.

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumant Laxminarayan Periwal	Chairman	Non-Executive & Independent Director	5	5
Mr. Anandkumar Parmeshwar Agarwal	Member	Non-Executive & Independent Director	5	5
Mrs. Pinky Agrawal (up to 01.03.2025)	Member	Executive & Non¬ Independent Director	5	5

Further, Mrs. Pinky Mukesh Agrawal resigned from the post of Director and CEO with effect from 01^st
March, 2025. Subsequently, Mr. Sudhir Kumar Asthana was inducted as a Member of the Audit
Committee with effect from the same date.

Brief description of terms of reference:

1. Oversight of the company''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 company;

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) Qualifications 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 utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

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

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, 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, and
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 thereon;

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 CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) 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. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or
Preference share capital will require prior approval of audit committee;

24. Review 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 made;

25. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;

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

27. Management letters / letters of internal control weaknesses issued by the statutory auditors;

28. Internal audit reports relating to internal control weaknesses; and

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

30. 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 & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board of Directors of the Company during the
Financial Year 2024-25 comprised the following members:

• Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director)

• Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive
Director)

• Mr. Purushottam Radheshyam Agarwal, Member (Non-Executive and Non-Independent
Director) [up to 01.03.2025]

• Mr. Sudhir Kumar Asthana, Member (Independent and Non-Executive Director) [w.e.f.

01.03.2025]

The Committee was duly constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time. The majority of the members of
the Committee are Independent and Non-Executive Directors.

During the financial year 2024-25, the Nomination & Remuneration Committee met Seven (7) times
on the following dates:

27.05.2024, 12.08.2024, 13.11.2024, 25.11.2024, 12.02.2025, 01.03.2025, 06.03.2025

The details of attendance of the members during the year are as under:

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumant Laxminarayan Periwal	Chairman	Non-Executive & Independent Director	7	7
Mr. Anandkumar Parmeshwar Agarwal	Member	Non-Executive & Independent Director	7	7
Mr. Purushottam Radheshyam Agarwal (up to 01.03.2025)	Member	Executive & Non Independent Director	7	7
Mr. Sudhir Kumar Asthana (w.e.f. 01.03.2025)	Member	Non-Executive & Independent Director	1	1

Further, Mr. Purushottam Radheshyam Agarwal ceased to be a member of the Committee with
effect from 01^st March, 2025, and Mr. Sudhir Kumar Asthana was appointed as a Member of the
Nomination & Remuneration Committee with effect from the same date.

Brief description of terms of reference

The terms of reference of the Remuneration Committee are inter alia:

1) To recommend to the Board, the remuneration packages of Company''s Managing/Whole
Time/Executive Directors, including all elements of remuneration package (i.e. salary, benefits,
bonuses, perquisites, commission, performance incentives, stock options, pension, retirement
benefits, details of fixed component and performance linked incentives along with the performance
criteria, service contracts, notice period, severance fees etc.)

2) The Company''s policy on specific remuneration packages for Company''s Managing/Joint
Managing/ Executive Directors, including pension rights and any compensation payment.

3) To implement, supervise and administer any share or stock option scheme of the Company.

4) 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.

5) 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.

6) Formulation of criteria for evaluation of performance of Independent Directors and the Board.

7) Devising a policy on Board diversity.

8) 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 their
appointment and removal.

9) 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.

10) The Nomination and Remuneration Committee shall recommend to the board, all remuneration
payable to the Senior Management, in any form;

11) The Board is required to make provision for orderly succession of all persons termed as Senior
Management;

12) Members of the Senior Management must comply with a code of conduct framed by the company;
and

13) Members of the Senior Management must disclose any transactions which may result in a conflict
of interest

> STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board of Directors of the Company during the
Financial Year 2024-25 comprised the following members:

• Mr. Sumant Laxminarayan Periwal, Chairman (Independent and Non-Executive Director)

• Mr. Anandkumar Parmeshwar Agarwal, Member (Independent and Non-Executive
Director)

• Mrs. Pinky Mukesh Agarwal, Member (Executive and Non-Independent Director) [up to

01.03.2025]

• Mr. Sudhir Kumar Asthana, Member (Independent and Non-Executive Director) [w.e.f.

01.03.2025]

The Committee was duly constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.

During the financial year 2024-25, the Stakeholder Relationship Committee met four (4) times on
the following dates: 27.05.2024, 12.08.2024, 13.11.2024 and 12.02.2025

The details of attendance of the members during the year are as under:

Name of the Director	Designation	Category	No. of attended	Meeting
			Held	Attended
Mr. Sumant Laxminarayan Periwal	Chairman	Non-Executive & Independent Director	4	4
Mr. Anandkumar Parmeshwar Agarwal	Member	Non-Executive & Independent Director	4	4
Mrs. Pinky Mukesh Agarwal (up to 01.03.2025)	Member	Executive & Non¬ Independent Director	4	4

Further, Mrs. Pinky Mukesh Agarwal ceased to be a member of the Committee with effect from 01st
March, 2025, and Mr. Sudhir Kumar Asthana was inducted as a Member of the Stakeholder
Relationship Committee from the same date.

> INDEPENDENT DIRECTORS MEETING:

In accordance with the provisions of Regulation 25(3) of the Listing Regulations, a separate meeting
of the Independent Director was held one time during the FY 2024-25 without the presence of Non¬
Independent Director or members of the management to review:

1. Performance of Non-Independent Directors and the Board of Directors as a Whole;

2. Performance of the Chairman of the Company, taking into account the views of the Executive and
Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and
the Board that is necessary for the Board to effectively and reasonably perform its duties.

The details of the Independent Directors held as on 12.02.2025 and their attendance at the meeting
are as follows:

Name of the Independent Director	No. of Meetings Held	No. of Meetings Attended
Mr. Sumant Laxminarayan Periwal	1	1
Mr. Anandkumar Parmeshwar Agrawal	1	1
Mr. Sudhir Kumar Asthana	1	1

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no increase in remuneration given to the Employees for the year 2024-25. Further, the
Company is not paying any remuneration to any of its Directors and hence, the comparison as
required to be given are not applicable pursuant to section 197(12) and Rule 5(1) of the Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014.

Required details are annexed to this Report as Annexure B.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,
the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code of Practices & Procedures for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Conduct to regulate, monitor and report trading by Insiders

All the above policies have been displayed on the website of the Company viz.
www.gujaratinvesta.com

> AUDITORS

i. Statutory Auditor and their Report

The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates., Chartered
Accountants, Ahmedabad (Firm Registration Number - 106801W) who has been appointed as
Statutory Auditors of the Company till the conclusion of 36^th Annual General Meeting

The Auditors'' Report does not contain any qualification, reservation, or adverse remark on the
financial statements for the financial year ended March 31^st, 2025. The Notes on financial statements
referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

ii. Statutory Audit Report

The Statutory Auditors'' Report on the accounts of the Company for the accounting year ended 31^st
March, 2025 is self- explanatory and do not call for further explanations or comments that may be
treated as adequate compliance of Section 134 of the Companies Act, 2013.

iii. Internal Auditor

M/s. Kamal M. Shah & Co. was appointed as an internal Auditor of the Company. The Audit Committee
of the Board of Directors in consultation with the Internal Auditors formulates the scope, functioning
periodicity and methodology for conducting the internal audit.

There were no adverse remarks or qualification on accounts of the Company from the Internal
Auditors.

iv. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules
and regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors had appointed M/s. Umesh Ved and Associates, Practicing Company Secretaries
as Secretarial Auditors to conduct the secretarial audit of the company for the financial year ended
on 31^st March, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025 under the Act, read with
Rules made thereunder annexed herewith as “Annexure C”.

In addition to the above and in compliance of regulations of SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has, on the recommendation of the Audit
Committee, in their meeting held on 27^th May, 2025, has recommended to the members the
appointment of M/s. Umesh Ved and Associates, Practicing Company Secretaries, as Secretarial
Auditors to conduct the Secretarial Audit of the Company for the first term of five (5) consecutive
years from the financial year 2025-26 to financial year 2029-30 at such remuneration as shall be
finalized by the Board of Directors of the Company. They have also confirmed their eligibility for the
said appointment.

v. COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are Not Applicable
to the company.

> LISTING:

The shares of the company are listed at BSE Limited. The Company has paid Annual Listing fees of
BSE Limited for the year 2024-25.

> COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings and
General Meetings issued by the Institute of Company Secretaries of India.

> CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
regarding Corporate Governance is not applicable to the Company, as company falls under criteria of
Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the
paid-up capital of the company being less than Rs.10 crores and net worth being less than Rs. 25
crores, the threshold limit as prescribed therein

> MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its businesses
is given in the Management Discussion and Analysis, which forms part of this Report as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The Management Discussion and Analysis Report forming part of this Board of
Director''s Report as Annexure - D.

> RELATED PARTY TRANSACTIONS:

During the year under review, there was only single transaction entered into with the related party
i.e. Anunay Fab Ltd (Associate Company).

> PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act,
2013 are furnished in the Note 09 to the Financial Statements for the year ended 31^st March 2025.

> INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

1. Ambuja Synthetics Limited

2. V.R. Polyfab Private Limited

3. Anunay Fab Limited

> RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is designed
to safeguard the organization from various risks through adequate and timely actions. It is designed
to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The
potential risks are inventoried and integrated with the management process such that they receive
the necessary consideration during decision making. It is dealt with in greater details in the
management discussion and analysis section.

> STATEMENT ON INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

a) Mr. Sumant Laxminarayan Periwal

b) Mr. Anandkumar Parmeshwar Agarwal

c) Mr. Sudhir Kumar Asthana

The Company has received requisite declarations/confirmations from all the above Directors
confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of the
independence as prescribed under the SEBI (LODR), 2015 and they are independent of the
management. Further, in the opinion of the Board the independent directors possess requisite
expertise, experience and integrity. All the independent directors on the Board of the Company are

registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central
Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online
proficiency self-assessment test within the time prescribed by the IICA.

> DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re¬
appointed and has noted that none of the Directors are disqualified under Section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

> ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the
draft Annual Return of the Company for the Financial Year ended on 31 March 2025 in Form MGT-7
will be uploaded on website of the Company and can be accessed at
www.guiaratinvesta.com.

> SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

• The Authortised Share Capital of the Company as at 31^st March, 2025 stood at
Rs.10,00,00,000/- and

• The Paid-up Equity Share Capital of the Company as at 31^st March, 2025 stood at
Rs.7,50,99,000/-.

During the year under review, the Company has not issued any Share Capital.

> COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy on selection and appointment of Directors, Senior Management Personnel and their
remuneration.

Remuneration Policy

The Board of Directors approved the Nomination and Remuneration Policy on the recommendation
of Nomination and Remuneration Committee. The terms of reference of the Committee are in line
with the requirements of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II
to the Listing Regulations. The salient aspects of the Policy are outlined below:

Objectives:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel
and Senior Management Personnel;

2. To evaluate the performance of the members of the Board and provide necessary report to the
Board for further evaluation of the Board; and

3. To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel
and Senior Management Personnel.

> REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any
auditor to the audit committee or the board.

> CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility
is not applicable to the company.

> ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations, 2015,
the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the
Board of Directors evaluated the performance of the Board, having regard to various criteria such as
Board composition, Board processes, Board dynamics etc. The Independent Directors, at their
separate meetings, also evaluated the performance of the Board as a whole based on various criteria.
The Board and the Independent Directors were of the unanimous view that performance of the Board
of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and
Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria
such as committee composition, committee, processes, committee dynamics etc. The Board was of
the unanimous view that all the committees were performing their functions satisfactorily and
according to the mandate prescribed by the Board under the regulatory requirements including the
provisions of the Act, the Rules framed thereunder and the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulation, 2015.

Individual Directors:

a) Independent Directors: In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the performance of each independent director was evaluated by
the entire Board of Directors (excluding the director being evaluated) on various parameters
like engagement, leadership, analysis, decision making, communication, governance and
interest of stakeholders. The Board was of the unanimous view that each independent
director was a reputed professional and brought his/her rich experience to the deliberations
of the Board. The Board also appreciated the contribution made by all the independent
directors in guiding the management in achieving higher growth and concluded that
continuance of each independent director on the Board will be in the interest of the Company.

b) Non-Independent Directors: The performance of each of the non-independent directors
was evaluated by the Independent Directors at their separate meeting. Further, their
performance was also evaluated by the Board of Directors. The various criteria considered
for the purpose of evaluation included leadership, engagement, transparency, analysis,
decision making, functional knowledge, governance and interest of stakeholders. The
Independent Directors and the Board were of the unanimous view that each of the non¬
independent directors was providing good business and people leadership.

> MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

There are no material changes and commitments, if any, which may have adverse effect on the
operations of the Company.

> SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made there under. During the year under review, no complaints were reported.

> THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

> MATERNITY BENEFIT: Rule 8f5)fxiii) of Companies (Account) Rules, 2014

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

There has been no incident of granting any maternity benefit as per Maternity Benefit Act, 1961
during the financial year under review.

Statement that the company has complied with Maternity Benefit Act.	The Company confirms that the provisions of the Maternity Benefit Act, 1961 are not applicable, as the female employee does not fall within the criteria specified under the Act during the Financial Year 2024-25.
Number of employees as on
the closure of financial year	05
Female:	02
Male:	03
Transgender:	0

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

During the year under review, there has been no one-time settlement of loans from the Bank or
Financial Institutions.

> APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, customers, shareholders, business
associates, regulatory and government authorities for their continued support to the company.
Further the Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Place: Ahmedabad BY ORDER OF THE BOARD OF

Dated: 13.08.2025 ASHTASIDHHI INDUSTRIES LIMITED

(FORMERLY KNOWN AS GUJARAT INVESTA LIMITED)

SD/-

PURUSHOTTAM RADHESHYAM AGARWAL
CHAIRMAN
DIN: 00396869

Registered Office:

Office: 252, New Cloth Market,

Opp. Raipur Gate, Ahmedabad, 380002
Gujarat, India

CIN: L17100GJ1993PLC018858

---

Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual Report together with the Audited
Financial Statements for the Financial Year ended March 31^st, 2024.

> Financial Results:

Particulars	2023-24	2022-23
Revenue from operations	76,75,836	28,72,078
Other Income	1,38,673	4,856
Total revenue	78,14,509	28,76,934
Expenditure
Employee benefits expenses	4,90,981	1,73,400
Other expenses	1,12,18,161	21,90,724
Total expenses	1,17,09,142	23,64,124
Profit before tax	(38,94,633)	5,12,810
Tax expense :
Current Tax	-	1,50,000
Previous Year	-	(40,511)
Net profit ( loss) for the year	(38,94,633)	4,03,321

> PRESENT OPERATIONS & FUTURE PROSPECTS:

Asthasidhhi Industries limited (formerly known as Gujarat Investa Limited) is a small NBFC in
India which is presently working in Ahmedabad city only. Moreover the Company has
transacted it business with its known Companies only.

During the year under review, the total revenue of company was Rs 78, 14,509 compared to
the previous years of Rs 28,76,934. The company has incurred total expense of Rs. 1,17,09,142
as compared to Expense of Rs. 23, 64,124 in previous year. The company has made loss of Rs.
38,94,633 as compared to profit of Rs. 4,03,321 in the previous year.

During the year under the review the total income of the company increased by Rs 49,37,575/-
in comparison to the previous financial year but company has made loss by selling its
investments.

> DIVIDEND:

As the Company has inadequate Profit, your directors do not propose any dividend for the
current year to conserve the resources.

> RESERVES:

During the year under review, the Company has not transferred any amount to the ‘General
Reserve’ or to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934 as
the company has incurred the loss.

> CHANGE IN NAME AND NATURE OF COMPANY BUSINESS:

The Company has decided to change its name to “Ashtasidhhi Industries Limited” from
“Gujarat Investa Limited” in the Board meeting held on 12^th August, 2022 and subsequently
resolution passed through postal ballot and remote evoting by the shareholder held on 08^th
November, 2022 the company has got approval for change of name by the Registrar of
Companies Gujarat as on 06^th Day of October 2023.

As the Company has changed name, its object, nature of Business in previous financial year
(FY 2022-23) the Company has started its trading business

> DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED /
RESIGNED:

i. Retirement by Rotation:

• Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Pinky
Mukesh Agarwal (DIN: 02304366) Director of the company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

• Mrs. Hinisha Patel Company Secretary and Compliance Officer have resigned from the
post as on 05^th September 2023

• Mr.Aniruddha vyas Chief Financial Officer (CFO) has died as on 23^th October 2023.

• Mrs Yashvi Shah has been appointed as Company Secretary and Compliance Officer of
the company as on 20^th December 2023.

• Mr Deepa Ram Rebari has been appointed as Chief Financial Officer of the Company as
on 20^th December 2023.

ii. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel as on closing of Financial
Year under review:

1. Mrs. Pinky M. Agarwal, Chief Executive Officer (CEO)

2. Mr. Deepa Ram Rebari, Chief Financial Officer (CFO)

3. Mrs Yashvi Shah, Company Secretary and Compliance Officer(CS)

iii. Profile of Directors seeking Appointment/Re-appointment

As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are
annexed to the notice convening 32^nd Annual General Meeting.

iv. Disqualification of Directors

None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.

> DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /
ASSOCIATE COMPANIES:

Your Company has One associate Companies i.e. Anunay Fab Limited.

In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient
features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1,
which forms part of this Board of Director''s Report as Annexure - A.

During the year Global Aman Infratech Private Limited has ceased to be associated company as
company has sold the investment under Global Aman Infratech Private Limited.

> FIXED DEPOSIT:

The Company has not invited any deposit other than the exempted deposit as prescribed under
the provision of the Companies Act, 2013 and the rules framed there under, as amended from
time to time. Hence there are no particulars to report about the deposit falling under Rule
8(5)(v) and ( vi ) of Companies ( Accounts ) Rules, 2014.

> DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any
Regulators or Court or Tribunals which may have impact on the going concern status. No order
has been passed by any Regulators or Court or Tribunals which may have impact on the
Company''s operation in future.

> INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate
with the size and nature of business of the Company. The Company has adopted the policies
and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby
declares that there are no particulars to report for the Conservation of Energy & Technology
Absorption. Further, there is no foreign exchange earnings and outgo during the year under
the review.

> THE PARTICULARS OF THE EMPLOYEES WHO ARE COVERED BY THE
PROVISIONS CONTAINED IN RULE 5(2) AND RULE 5(3) OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014:

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

> VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle
Blower Policy to deal with any instance of fraud and mismanagement. The employees of the
company are free to report violations of any laws, rules, regulations and concerns about
unethical conduct to the Audit Committee under this policy. The policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination with
any person for a genuinely raised concern.

> NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated
to the Directors. During the year,7(Seven) Board meetings were convened and held. The gap
between two consecutive meetings was not more than one hundred and twenty days as
provided in section 173 of the Act. The Details of Which are as under:

Sr. No.	Date of Board Meeting	Directors Present
1.	14.04.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
2.	30.05.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
3.	09.08.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
4.	13.09.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
5.	06.11.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
6.	20.12.2023	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal
7.	08.02.2024	Mr. Purshottam Agarwal Mrs. Pinky Agarwal Mr. Anand Agarwal Mr. Sumant Periwal

> AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consisted of three Directors viz.
Mr. Sumant Laxminarayan Periwal (Independent and Non-Executive Director), Mr.
Anandkumar P. Agarwal (Independent and Non-Executive Director Director), and Mrs. Pinky
Agarwal (Director and CEO). Majority members of the Audit Committee are Independent and
non-executive Directors. Mr. Sumant Laxminarayan Periwal, is the Chairman of the Audit
Committee.

During the year the Audit Committee met 5(Five) times on 30.05.2023, 09.08.23, 06.11.2023,
20.12.2023 and 08.02.2024 attendance of the members as under:

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	5	5
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	5	5
Mrs. Pinky M. Agarwal	Member	Executive & Non¬ Independent Director	5	5

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18(1) of SEBI (LODR)
Regulation 2015 with the Stock exchanges as amended from time to time.

Brief description of terms of reference:

1. Oversight of the company''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 company;

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) Qualifications 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 utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

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

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, 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, and
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 CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) 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. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee),
submitted by management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or
Preference share capital will require prior approval of audit committee.

24. Review 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 made.

25. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity.

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

27. Management letters / letters of internal control weaknesses issued by the statutory
auditors;

28. Internal audit reports relating to internal control weaknesses; and

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

30. 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 utilised for purposes other than those stated in the offer
document/prospectus/ notice in terms of Regulation 32(7).

> NOMINATION & REMUNERATION COMMITTEE

• The Nomination & Remuneration Committee of the Board of Directors of the Company
consisted of three Directors viz. Mr. Anandkumar P. Agarwal (Independent and Non¬
Executive Director Director), Mr. Sumant Laxminarayan Periwal (Independent and Non¬
Executive Director Director) and Mr Purushottam Agarwal (Director).

• Majority members are Independent and non-executive Directors.

• Mr. Sumant Periwal, is the Chairman of the Nomination & Remuneration Committee.

During the year the Nomination & Remuneration Committee met 4(four) times on 09.08.23,
13.09.2023, 20.12.2023 and 08.02.2024 attendance of the members as under:

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	4	4
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	4	4
Mr Purushottam Agarwal	Member	Non-Executive & Non Independent Director	4	4

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is
as mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time
to time.

Brief description of terms of reference

The terms of reference of the Remuneration Committee are inter alia:

1) To recommend to the Board, the remuneration packages of Company''s Managing/Whole
Time/Executive Directors, including all elements of remuneration package (i.e. salary, benefits,
bonuses, perquisites, commission, performance incentives, stock options, pension, retirement
benefits, details of fixed component and performance linked incentives along with the
performance criteria, service contracts, notice period, severance fees etc.)

2) The Company''s policy on specific remuneration packages for Company''s Managing/Joint
Managing/ Executive Directors, including pension rights and any compensation payment.

3) To implement, supervise and administer any share or stock option scheme of the Company.

4) 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.

5) 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.

6) Formulation of criteria for evaluation of performance of Independent Directors and the
Board.

7) Devising a policy on Board diversity.

8) 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
their appointment and removal.

9) 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.

10) The Nomination and Remuneration Committee shall recommend to the board, all
remuneration payable to the Senior Management, in any form;

11) The Board is required to make provision for orderly succession of all persons termed as
Senior Management;

12) Members of the Senior Management must comply with a code of conduct framed by the
company; and

13) Members of the Senior Management must disclose any transactions which may result in a
conflict of interest

> STAKEHOLDER RELATIONSHIP COMMITTEE

• The Stakeholder Relationship Committee of the Board of Directors of the Company
consisted of Three Directors viz. Mr. Anandkumar P. Agarwal (Independent and Non¬
Executive Director Director), Mr. Sumant Laxminarayan Periwal (Independent and Non¬
Executive Director Director) and Mrs Pinky M. Agarwal (Director and CEO).

• Mr. Sumant L Periwal is the Chairman of the Stakeholder Relationship Committee.

During the Year under review, total 4 (four) Meetings of the Stakeholder Relationship
Committee met 4(four) times on 30.05.2023, 09.08.2023, 06.11.2023 and 08.02.2024
attendance of the members as under.

Name of the Director	Designation	Category	No. of Meeting attended
			Held	Attended
Mr. Sumat L. Periwal	Chairman	Non-Executive & Independent Director	4	4
Mr. Anandkumar P. Agarwal	Member	Non-Executive & Independent Director	4	4
Mrs. Pinky M. Agarwal	Member	Executive & Non¬ Independent Director	4	4

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as
mentioned in the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time
to time.

DISCLOSURE UNDER SECTION 197(121 AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no increase in remuneration given to the Employees for the year 2022-23. Further, the
Company is not paying any remuneration to any of its Directors and hence, the comparison as
required to be given are not applicable pursuant to section 197(12) and Rule 5(1) of the
Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. Required
details are annexed to this Report as Annexure B.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code of Practices & Procedures for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Conduct to regulate, monitor and report trading by Insiders

All the above policies have been displayed on the website of the Company viz.
www.guiaratinvesta.com

> AUDITORS

i. Statutory Auditor and their Report

The current Statutory Auditors of the Company are M/s. Nahta Jain & Associates., Chartered
Accountants, Ahmedabad (Firm Registration Number - 106801W) who has been appointed as
Statutory Auditors of the Company at the Extra Ordinary General Meeting held on 07^th
December, 2023 for FY 2023-24 till the conclusion of 32^nd Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation, or adverse remark on the
financial statements for the financial year ended March 31^st, 2024. The Notes on financial
statements referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments.

Statutory Audit Report

The Statutory Auditors’ Report on the accounts of the Company for the accounting year ended
31^st March, 2024 is self- explanatory and do not call for further explanations or comments that
may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

ii. Internal Auditor

M/s. Kamal M. Shah & Co. was appointed as an internal Auditor of the Company. The Audit
Committee of the Board of Directors in consultation with the Internal Auditors formulates the
scope, functioning periodicity and methodology for conducting the internal audit.

There were no adverse remarks or qualification on accounts of the Company from the Internal
Auditors.

iii) Secretarial Auditor and Secretarial Audit Report

The Secretarial Audit for the year 2023-2024 was undertaken by M/S. Umesh Ved &
Associates, practicing Company Secretary, the Secretarial Auditor of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, read
with Rules made thereunder annexed herewith as “Annexure C”.

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1)
of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Umesh Ved &
Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial
year 2024-25.

iv) COST RECORDS AND COST AUDITOR:

The provision of cost Audit and records prescribed under section 148 of the Act are Not
Applicable to the company.

> LISTING:

The shares of the company are listed at BSE Limited. Listing fees of BSE Limited is paid for the
year 2024-25.

> DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

(b) 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 profits of
the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to
Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls
are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of
applicable laws and such systems are adequate and operating effectively.

> COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The company has complied with all the provisions of Secretarial Standards on Board Meetings
and General Meetings issued by the Institute of Company Secretaries of India.

> CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015 regarding Corporate Governance is not applicable to the Company, as company falls
under criteria of Regulation 15(2)(a) of SEBI (Listing Obligation & Disclosure Requirements)

Regulations, 2015 the paid-up capital of the company being less than Rs.10 and net worth
being less than Rs. 25 crores, the threshold limit as prescribed therein

> MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your Company and its
businesses is given in the Management Discussion and Analysis, which forms part of this
Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Management Discussion and Analysis Report forming
part of this Board of Director''s Report as Annexure - D.

> RELATED PARTY TRANSACTIONS:

During the year under review, there were no transactions entered into with the related party.

> PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans, guarantee or investment made under Section 186 of the Companies
Act, 2013 are furnished in the Note 09 to the Financial Statements for the year ended 31^st
March 2023.

> INVESTMENT IN UNQUOTED SHARES:

The Company has investment in unquoted shares in following company.

1. Ambuja Synthetics Private Limited

2. V.R. Polyfab Private Limited

3. Anunay Fab Limited

> RISK MANAGEMENT POLICY:

The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely actions.
It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the
business. The potential risks are inventoried and integrated with the management process
such that they receive the necessary consideration during decision making. It is dealt with in
greater details in the management discussion and analysis section.

> STATEMENT ON INDEPENDENT DIRECTORS:

The Following Directors are independent in terms of Section 149(6) of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

(a) Mr. Sumant Laxminarayan Periwal

(b) Mr. Anandkumar Agarwal

The Company has received requisite declarations/confirmations from all the above Directors
confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill the conditions of the
independence as prescribed under the SEBI (LODR), 2015 and they are independent of the
management. Further, in the opinion of the Board the independent directors possess requisite
expertise, experience and integrity. All the independent directors on the Board of the Company
are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by
the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable
shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

> DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or
re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of
the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

> ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies
Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the
copy of the draft Annual Return of the Company for the Financial Year ended on 31 March
2024 in Form MGT-7 will be uploaded on website of the Company and can be accessed at
www.gujaratinvesta.com.

> SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

- The Authortised Share Capital of the Company as at 31^st March, 2024 stood at
Rs.10,00,00,000/- and

- The Paid-up Equity Share Capital of the Company as at 31^st March, 2024 stood at
Rs.7,50,99,000/-.

During the year under review, the Company has not issued any Share Capital.

> COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination and Remuneration Committee
framed a policy on selection and appointment of Directors, Senior Management Personnel and
their remuneration.

Remuneration Policy

The Board of Directors approved the Nomination and Remuneration Policy on the
recommendation of Nomination and Remuneration Committee. The terms of reference of the
Committee are in line with the requirements of the Companies Act, 2013 and Regulation 19
read with Part D of Schedule II to the Listing Regulations. The salient aspects of the Policy are
outlined below:

Objectives:

1. To guide the Board in relation to appointment and removal of Directors, Key Managerial
Personnel and Senior Management Personnel;

2. To evaluate the performance of the members of the Board and provide necessary report to
the Board for further evaluation of the Board; and

3. To recommend to the Board on remuneration payable to the Directors, Key Managerial
Personnel and Senior Management Personnel.

> REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by
any auditor to the audit committee or the board.

>

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility is not applicable to the company.

> ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR) Regulations,
2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance of the Board as a whole
based on various criteria. The Board and the Independent Directors were of the unanimous
view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and
Stakeholder Relationship Committee was evaluated by the Board having regard to various
criteria such as committee composition, committee, processes, committee dynamics etc. The
Board was of the unanimous view that all the committees were performing their functions
satisfactorily and according to the mandate prescribed by the Board under the regulatory
requirements including the provisions of the Act, the Rules framed thereunder and the
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulation, 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the performance of each independent director was evaluated by the
entire Board of Directors (excluding the director being evaluated) on various parameters like
engagement, leadership, analysis, decision making, communication, governance and interest of
stakeholders. The Board was of the unanimous view that each independent director was a
reputed professional and brought his/her rich experience to the deliberations of the Board. The
Board also appreciated the contribution made by all the independent directors in guiding the
management in achieving higher growth and concluded that continuance of each independent
director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors
was evaluated by the Independent Directors at their separate meeting. Further, their
performance was also evaluated by the Board of Directors. The various criteria considered for
the purpose of evaluation included leadership, engagement, transparency, analysis, decision
making, functional knowledge, governance and interest of stakeholders. The Independent
Directors and the Board were of the unanimous view that each of the non-independent
directors was providing good business and people leadership.

> MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE:

There are no material changes and commitments, if any, which may have adverse effect on the
operations of the Company.

> VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of unethical
behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safe guards against victimization of Whistle
Blower who avails of such mechanism and also provides for direct access to the Chairman of
the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by
the Audit Committee from time to time. None of the Whistle blowers has been denied access to
the Audit Committee of the Board.

> SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made there under. During the year under review, no complaints were
reported.

> THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending under
the Insolvency and Bankruptcy Code, 2016.

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

During the year under review, there has been no one time settlement of loans from the Bank or
Financial Institutions.

> APPRECIATION:

Your Directors wish to convey their thanks to all the bankers, customers, shareholders,
business associates, regulatory and government authorities for their continued support to the
company. Further the Board of Directors place on record sincere gratitude and appreciation for
all the employees at all levels for their hard work, solidarity, cooperation and dedication during
the year.

Place: Ahmedabad BY ORDER OF THE BOARD OF

Dated: 12.08.2024 ASHTASIDHHI INDUSTRIES LIMITED

(FORMERLY KNOWN AS GUJARAT INVESTA
LIMITED)

SD/-

PURUSHOTTAM RADHESHYAM AGARWAL
CHAIRMAN
DIN: 00396869

Registered Office:

Office: 252, New Cloth Market,

Opp. Raipur Gate, Ahmedabad, 380002
Gujarat, India

CIN: L17100GJ1993PLC018858

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 23rd Annual Report together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Results : (Rupees in Lacs)

Year ended Year ended 31st March, 31st March, 2015 2014

Sales & Operating Income 1132.83 680.23

Operating Profit 2.54 8.77

Depreciation & Preliminary Exp. 0.00 0.41

Profit Before Tax 2.54 8.36

Provision for Taxes 0.80 2.80

Profit after Tax 1.74 5.56

Short/Excess provision for previous year 0.07 (0.24)

Balance Brought Down 144.86 139.07

Balance carried to Balance Sheet 146.67 144.86

PRESENT OPERATIONS & FUTURE PROSPECTS :

During the year under review, the revenue from operations of company was Rs. 1132.83 Lacs compared to the previous years of Rs. 680.23 Lacs. The Company has made profit of Rs. 1.74 Lacs as compared to Profit of Rs. 5.56 Lacs in previous year.

Your Directors are hopeful to exploit the present resources in efficient manner and achieve better results in the future.

OPERATIONS :

During the year under the review the total income increased by 66.53 % in comparison to the previous year.

The Company has transferred 20% of Current Year Profit amounting to Rs. 0.29 Lacs to Special Reserve pursuant to section 45-IC of Reserve Bank of India Act, 1934.

DIVIDEND :

In view of inadequate profits during the year, your Directors do not recommend dividend on equity shares for the financial year ending on 31st March, 2015.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED :

i. Retirement by Rotation :

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Purushottam R. Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommended his re-appointment.

ii. Cessation :

There was no cessation of director during the year.

iii. Appointment of Additional / Independent Women Director :

Mr. Sumant Laxminarayan Periwal (DIN:02561862), who was appointed as an additional director, holds the office till the conclusion of the ensuing Annual General Meeting. The necessary resolution proposing his appointment as an Independent Director has been proposed in the notice convening the said Annual General Meeting.

Smt. Somna Purshottam Agarwal (DIN:01670948), who was appointed as an additional director, holds the office till the conclusion of the ensuing Annual General Meeting. The board recommends her appointment as Director of the Company.

iv. Appointment of CEO & CFO :

During the Year under review in compliance with the provisions of Sections 197 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 Smt. Somna P. Agarwal was appointed as Chief Executive Officer and Mr. Shrikant Y Solanki as Chief Finance Officer w.e.f. 6th February, 2015.

v. Key Managerial Personnel :

The following persons were designated as Key Managerial Personnel :

1. Mr. Shrikant Y Solanki, Chief Financial Officer

2. Smt. Somna P Agarwal, Chief Executive Officer

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES :

Your Company has two associate Companies i.e. Global Aman Infratech Private Limited and Anunay Fab Limited.

The Company's results are prepared on Standalone basis. However, the details in terms of the provisions contained in Section 129 (3) of the Companies Act, 2013, Read with rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and the financial of each of the subsidiaries is provided as Annexure A i.e. 'AOC-1' to this Report.

DEPOSIT :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

INTERNAL FINANCIAL CONTROLS :

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

Pursuant to Rule 8 (3) of Companies (Accounts) Rules, 2014, the Board of Directors hereby declares that there are no particulars to report for the Conservation of Energy & Technology Absorption. There is no foreign exchange earnings and outgo during the year under the review.

PERSONNEL :

There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as Annexure B

AUDIT COMMITTEE :

The Audit Committee of the Board of Directors of the Company consisted of three Directors viz. Mr. Anandkumar P. Agarwal, Mr. Sumant Laxminarayan Periwal and Smt. Somna P Agarwal. Majority members of the Audit Committee are Independent and non-executive Directors. Mr. Anandkumar P. Agarwal, is the Chairman of the Audit Committee.

During the Year under review, total four Meetings of the Board of Directors of the Company were held.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock exchanges as amended from time to time.

AUDITORS :

i) Statutory Auditor and their Report :

In the last Annual General Meeting held on 30th September, 2014, M/s. Lunia & Company (Firm Registration No. 116436W) Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3 (Three) years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept office, if re-appointed.

The observations made in their report are dealt with in the notes forming part of the Accounts at appropriate places which are self-explanatory.

ii) INTERNAL AUDITOR :

The Company has not appointed internal auditor during the Financial Year 2014-15.

iii) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT :

The Board of Directors of the Company has, in compliance with the provisions of Section 304(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/S. Umesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this Report as Annexure C which is self explanatory and give complete information.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT :

There are no qualifications or adverse remarks in the Auditor's Report. Explanation on qualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation :

The Company is yet to appoint The Company was not able to the Company Secretary as get a fit and proper candidate specified under the provisions at remuneration commensurate of Section 203 under the with the size of the Company. Companies Act, 2013. The Company did make sufficient attempts to appoint full time Company Secretary, however, was unable to find / appoint any suitable candidate.

The requisite Form MR-1are The company is in process yet to be filed by the Company of filing the requisite with the Registrar of Company forms and the compliance as specified under the the same will be made soon. provisions of Section 203 under the Companies Act, 2013 However, Board assures that in respect of the return of it will be complied with appointment of a Chief now onwards. Financial Officer and Chief Executive Officer.

The Form DIR-12 is yet to be filed by the Company with the Registrar of Company as specified under the provisions of Section 170 under the Companies Act, 2013 in respect of the return of appointment of a Chief Financial Officer and Chief Executive Officer

The Form MGT-14 is yet to be filed by the Company with the Registrar of Company as specified under the provisions of Section 179 under the Companies Act, 2013 in respect of appointment of Secretarial Auditor, Internal Auditor, Chief Financial Officer, Chief Executive Officer, approval of Quarterly Results of Financial Year 2014-15 and Annual Financial Statements and the Board's Report of Financial Year 2013-14.

The Form ADT-1 is yet to be filed by the Company with the Registrar of Company as specified under provision of Section 139 under the Companies Act, 2013 and rules made thereof in respect of Appointment of Auditor for the financial year 2014-15.

The dispatch proofs of notice of The Company assure to maintain Annual General Meeting to the record, hence forth. the shareholders are not available with the Company as specified under the provisions of Section 101 under the Companies Act, 2013 and rules made thereof.

The Company has not complied with The company assure to do any requirement at Ahmedabad Stock compliance on time. Exchange as specified under the provisions of Listing Agreement.

The Company had submitted Annual The Company had submitted the Report under clause 31 of Listing Annual Report (for year ended Agreement (for year ended March March 2014) after the 2014) after the prescribed time prescribed time limit and limit. However the Company had penalty for the same has been paid the penalty for late paid by the Company. However submission of the same. the Board assures to comply with the same in future.

The Company has made The Company is in process of Intercorporate loans and realizing of loans & advances advances in the contravention given prior to the commencement of Section 185 of the Companies of Companies Act, 2013 Act, 2013 and rules made thereof.

The Company had submitted The website of the company Unaudited Quarterly Results is under maintenance, the after the prescribed time required details as per the limit as specified under clause Companies Act, 2013 and 41 of Listing Agreement for Listing Agreement will be the Quarter ended 30.09.2014. made available as soon The Company does not maintain as possible. a functional website containing basic information of the Company pursuant to Clause 54 of the Listing Agreement.

However, Board assures to comply with the same soon as possible.

The Company has not appointed The Company was not able to get internal auditor for the a fit and proper candidate at financial year 2014-15 as remuneration commensurate with specified under provisions of the size of the Company to Section 138 under the Companies appoint an internal auditor. Act, 2013 and rules made thereof.

LISTING :

The shares of the company are listed at BSE Limited and the Company has paid the listing fees for the year 2015 - 2016.

DIRECTORS RESPONSIBITLY STATEMENT :

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) 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 profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE :

The Clause 49 of the Listing Agreement regarding Corporate Governance is not applicable to the Company, the paid- up capital of the company being less than Rs.10 corers and networth is less than 25 crores, the threshold limit as prescribed therein.

RELATED PARTY TRANSACTIONS :

During the year under review the Company has entered into the transactions with the related parties, the details of each are provided in Note No. 19 (B)(6) under the head Statement of Significant Accounting Policies.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT :

The Particulars of loans, guarantee or investment made under Section 186 of the Companies Act, 2013 are furnished in the Notes to the Financial Statements for the year ended 31st March, 2015.

INVESTMENT IN UNQUOTED SHARES :

The Company has made investment in unquoted shares.

1. Ambuja Fashion Private Limited 15,000 Shares

2. V.R.Polyfab Private Limited 70,000 Shares

3. Global Aman Infratech Private Limited 100,000 Shares

4. Anunay Fab Limited 27,02,000 Shares

5. Balhanuman Fabrics Private Limited 55,000 Shares

RISK MANAGEMENT POLICY :

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

STATEMENT OF INDEPENDENT DIRECTORS :

The following Directors are independent in terms of Section 149(6) of the Act :

(a) Mr. Anandkumar P Agarwal

(b) Ms. Sumant L. Periwal

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

EXTRACT OF THE ANNUAL RETURN :

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure D to this Report.

NUMBER OF BOARD MEETINGS :

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. During the year, Six Board meetings were convened and held. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CORPORATE SOCIAL RESPONSIBILITY :

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the company.

ANNUAL PERFORMANCE EVALUATION :

In compliance with the provisions of the Act and voluntarily under Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board :

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board :

The performance of the Audit Committee, the Nomination and Remuneration Committee, The Stakeholder Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors :

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non- independent directors was providing good business and people leadership.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCESHEET DATE :

There ware no material changes after the balance - sheet date.

APPRECIATION :

Your Directors wish to convey their thanks to all the bankers, suppliers, customers and all other Stakeholders for their continued support to the company.

Registered Office : For and on behalf of the Board 252, New Cloth Market, GUJARAT INVESTA LIMITED O/S. Raipur Gate, Ahmedabad - 380 002

Purshottam R. Agarwal Dated : 13th August, 2015 Chairman DIN: 00396869

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Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting their 22nd Annual Report and Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

Year ended Year ended 31st March, 31st March, 2014 2013 (Rupees in (Rupees in Lacs) Lacs)

Sales & Operating Income 680.23 455.05

Operating Profit 8,77 6. 07

Depreciation & Preliminary Exp. 0.41 1.72

Profit Before Tax 8.36 4.35

Provision for Taxes 2.80 1.35

Profit after Tax 5.56 3.00

Short/Excess provision for (0.24) (0.67) previous year

Balance Brought Down 139.07 135.40

Balance carried to Balance Sheet 144.86 139.07

PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the income of company was Rs. 680.23 Lacs compared to the previous years of Rs.455,05 Lacs. The Company has made profit after deducting tax of Rs. 5.56 Lacs as compared to Profit of Rs. 3.00 Lacs in previous year. The company is succeeded in increasing its profits during the year under review. Your directors are hopeful to achieve better results in future.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company,

PARTICULARS OF EMPLOYEES

There were no employees employed during the year drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Sri Purushottam Agarwal retires by rotation and being eligible has offered himself for re- appointment.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49 (ii) of the Listing Agreement appointment of Independent Director are required. Mr Anandkumar Agarwal & Mr. Sumant Laxminarayan Periwal, Directors of the Company, are being appointed as Independent Directors for five consecutive year''s upto 31.03.2019 as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Your directors recommend their appointment / reappointment.

AUDITORS AND THEIR REPORT:

The Statutory Auditors of the Company, M/s. Lunia & Company, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re- appointment of M/s. Lunia & Company, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departure from the same;

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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

For and on behalf of the Board

Ahmedabad the 2nd May, 2014 Director

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Mar 31, 2010

The Directors have pleasure in submitting their 18th Annual Report and Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2010 31st March, 2009 (Rupees in Lacs) (Rupees in Lacs)

Sates & Operating Income 816.99 760.36 Operating Profit 6.31 5.16

Depreciation & Preliminary Exp. 3.20 3.20

Profit Before Tax 3.11 1.96

Provision for Taxes 1.40 0.93

Profit after Tax 1.71 1.03

Short/Excess provision for previous year 0.13 -0 07

Balance Brought Down 119.18 118.22

Balance carried to Balance Sheet 121.02 119.18

OPERATING PERFORMANCE

The working of the company has resulted in a net profit after tax of Rs. 1.71 Lacs compared to Rs. 1.03 Lacs of the previous year.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company.

EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,

DIRECTORS

Sri Krishnakant Goyal retires by rotation and being eligible has offered himself for re- appointment.

AUDITORS

Lunia & Company, Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting. Being eligible, they have offered themselves for reappointment.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public. DIRECTORS RESPONSIBILITY STATEMENT

The Directors report:

I. that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from same.

II 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 as at 31st March, 2010 year ended on that dated and of the profit of the company for that period;

III that they 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 and for preventing and detecting fraud and other irregularities;

IV. that the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

lnformation pursuant to Section 217 (1)(e) ofthe Companie Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

For and on behalf of Board of Directors

Sd/- Purushottam Agarwal

Place : Ahmedabad

Dated : the 28th August, 2010

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Mar 31, 2009

Directors have pleasure in submitting their 17th Annual Report and Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2009 31st March, 2008 (Rupees in Lacs) (Rupees in, Lacs)

Sales & Operating Income 760.36 1867.14

Operating Profit 5.16 9.20

Depreciation & Preliminary Exp. 3.20 1.84

Profit Before Tax 1.96 7.36

Provision for Taxes 0.93 2.95

Profit after Tax 1.03 4.41

Short/Excess provision for previous year - 0.07 - 0.58

Balance Brought Down 118.22 114.38

Balance carried to Balance Sheet 119.18 118.22

OPERATING PERFORMANCE

The working of the company has resulted in a net profit after tax of Rs. 1.03 Lacs compared to Rs. 4.41 Lacs of the previous year.

DIVIDEND

The directors do not recommend any dividend looking to the meager profit earned by the company. EMPLOYEES

There were no employees drawing remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Sri Anjani R. Agarwal retires by rotation and being eligible has offered himself for re- appointment.

AUDITORS

Lunia & Company, Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting. Being eligible, they have offered themselves for reappointment.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors report:

I. that in preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from same.

II. 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 as at 31 st March, 2009 year ended on that dated and of the profit of the company for that period;

III. that they 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 and for preventing and detecting fraud and other irregularities;

IV. that the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

Information pursuant to Section 217 (1)(e)of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

AUDIT COMMITTEE

In terms of provisions of sections 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement executed with the Exchanges, your Company has constituted the Audit Committee of the Board of Directors. Details of the Committee is given in Annual Report on corporate Governance.

LISTING

The shares of the Company are listed at Bombay Stock Exchange Ltd. The Company has paid Listing fees to the Stock Exchange for the year 2009-10.

The Company has made application for voluntary delisting of its shares from the Ahmedabad Stock Exchange Ltd.

APPRECIATION

Your Directors wish to thank the Companys valued customers and various department of Central & State Government, Local Autorities, Banks, devoted staff and other business associates for continued support to the Companys growth and looking to their continued support in the future.

The Directors also express their gratitude to the members for the confidence reposed in the management.

Place : Ahmedabad For and on behalf of Board of Directors

Dated : 4th May, 2009 Sd/-

Purushottam Agarwal (Chairman)