Directors Report of Axis Solutions Ltd.

Mar 31, 2025

Your Directors are Pleased to present the 40th Annual Report of Axis Solutions Limited (formerly Asya
Infosoft Limited) (“Your Company") together with the Audited Financial Statement (standalone and
consolidated) for the financial year ended 31st March, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The Standalone and Consolidated financial performance of the Company for the financial year ended 31st
March, 2025, is summarized below:

(Rupees in Crore except EPS)

Financial Highlights	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	200.73	136.36	201.32	136.36
Other Income	1.83	0.31	1.90	0.31
Total Income	202.56	136.67	203.22	136.67
Less: Total Expenses	163.68	114.75	165.86	110.99
Earnings Before Interest, Tax and Depreciation	38.88	21.92	37.36	25.68
Less: Finance Cost	3.30	2.83	3.30	2.83
Less: Depreciation	1.18	0.93	1.19	0.93
Profit/ (Loss) before Tax (PBT) & Exceptional Items	34.39	31.80	32.87	21.92
Exceptional Items	0.00	(9.89)	0.00	(9.89)
Profit/ (Loss) before Tax (PBT)	34.39	31.81	32.87	31.81
Add/ (Less): Current Tax	0.27	0.00	0.27	0.00
Add/ (Less): Deferred Tax	(0.88)	0.07	(0.88)	0.07
Profit/ (Loss) after Tax (PAT)	35.00	31.74	33.48	31.74
Other Comprehensive Income	(0.25)	0.00	(0.26)	0.00
Total Comprehensive Income for the period	34.75	31.74	33.22	31.74

STATE OF COMPANY’S AFFAIRS:

Your company''s net worth on a standalone basis grew by Rs.59.50 crore to Rs.117.61 Crore as of 31st March,
2025, as against Rs. 58.10 Crore of 31st March, 2024. The increase in net worth was mainly due to increase in
the profit.

During financial year 2024-25, the Standalone revenue of your Company increased by Rs. 64.37 Crore to Rs.
200.73 Crore as of 31st March, 2025, as against Rs. 136.36 Crore in the previous financial year and Standalone
net profit for the year increased by Rs.3.26 Crore to Rs.35 Crore as against Rs.31.74Crore in the previous
financial year.

During financial year 2024-25, the Consolidated revenuer of your Company increased by Rs.64.96 Crore to
Rs. 201.32 Crore as of 31st March, 2025, as against Rs.136.36 Crore in the previous financial year and
Consolidated net profit for the year increased by Rs.1.74 to Rs. 33.48 Crore as against Rs.31.74 Crore in the
previous financial year.

The Standalone and Consolidated Financial Statements have been prepared in compliance with the Indian
Accounting Standards (IND AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015,
as amended from time to time.

KEY DEVELOPMENTS AND STRATEGIC ACQUISITIONS

1. Conclusion of Merger of Axis Solutions Private Limited into the Company

The Hon''ble National Company Law Tribunal (NCLAT) of the Dehli Bench Sanctioned the Composite
Scheme of Amalgamation and Arrangement between Axis Solutions Private Limited (hereinafter referred
to as Transferor Company or ASPL) and Asya Infosoft Limited (at present Axis Solutions Limited )(
hereinafter referred to as Transferee Company or AIL) on 27th August, 2024.

From the Effective Date, Axis Solutions Private Limited was dissolved and merged into the Company. This
entailed the transfer of all ASPL''s assets and liabilities to the Company, effective from 1st April, 2023, the
Appointed Date under the Scheme.

In accordance with the Scheme, The Company, at its Board Meeting held on 19th September, 2024 allotted
4 shares of Rs.10 each of the company (Asya Infosoft Limited- Presently Axis Solutions Limited) against the
1 equity shares of Rs. 10 each held by the shareholders in the Axis Solutions Private Limited. Accordingly an
allotment of 3,98,22,200 Equity Shares of Rs. 10/- each fully paid up made to the shareholders of M/s Axis
Solution Private Limited as a Consideration for the merger.

This strategic move provide integrated engineering and digital solutions across global markets. It also drive
significant value by enhancing operational efficiencies , accelerating innovation and expanding service
portfolio.

2. Successful Implementation of the Approved Resolution Plan

The Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as sanctioned
by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024, has been
successfully implemented. Pursuant to the terms of the approved plan, the management and control of the
Company have been formally taken over by Mr. Bijal Dineshchandra Sanghvi, in consortium with M/s. Axis
Solutions Private Limited (“Resolution Applicants"), with effect from 11th July 2024.

All necessary actions as stipulated in the Resolution Plan- including settlement of admitted claims, infusion
of funds, issuance/ allotment of securities (if applicable), and reconstitution of the Board of Directors have
been completed within the prescribed timelines. Consequently, the Company has formally exited the CIRP
in compliance with the Insolvency and Bankruptcy Code, 2016.

This marks a significant milestone in the Company''s turnaround journey. With renewed leadership,
financial restructuring, and strategic vision in place, the Company is now focused on reviving operations,
enhancing stakeholder value, and building a sustainable future.

3. Equity Funds Raised Through Preferential Issue

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as
sanctioned by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024
read with order passed by Hon''ble National Company Law Appellate Tribunal (NCLAT), Delhi Bench on
27th August, 2024, your Company had allotted 30,00,000 Equity Shares in favour of the Strategic
Investors. Subsequent to this allotment of 30,00,000 Equity Shares, the minimum public shareholding
(‘IMPS'') in your Company increased by 1.32%.

Further, to comply with the provisions of minimum public shareholding under Regulation 38 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“Listing Regulations") and to comply with continues listing requirement as stipulated under Rule
19A(5) of the Securities Contracts (Regulation) Rules, 1957 (“SCRR"), as amended, the Minimum Public
Shareholding has to be increased to 25% within a maximum period of three years from the date of such fall,
in the manner specified by SEBI. Your Company is required to increase its public shareholding so that it can
achieve the minimum public shareholding in compliance with the requirement of Rule 19A of the Securities
Contract (Regulation) Rules, 1957 (SCRR).

In order to ensure compliance with the Minimum Public Shareholding (MPS) norms, your Company is
committed to achieve the required thresholds within the stipulated timelines. The Company is actively
evaluating and exploring various permissible options and mechanism as prescribed by SEBI.

4. Change of Name

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP), as
sanctioned by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July 2024,
the Name of the Company has been changed from “Asya Infosoft Limited" to “Axis Solutions Limited". This
change reflect the new ownership, strategic direction, and renewed vision for the Company under the
leadership of the Resolution Applicants- Mr. Bijal Dineshchandra Sanghvi in consortium with M/s. Axis
Solutions Private Limited.

The Registrar of Companies, Manesar, Haryana, issued a fresh certificate of incorporation on 26th March,
2025 reflecting the new name of the Company.

5. Change in Registered office of the Company

Pursuant to Implementation of Resolution Plan approved by the Hon''ble National Company Law Tribunal
(NCLT), Ahmedabad Bench on 11th July 2024, the Board of Directors had approved the Shifting of
Registered office to Ahmedabad, Gujarat from 6th September, 2024. Consequently, the registered office
of the Company is situated at B-501 to 504, Galaxy Business Park, Nikol Ring Road, Opp. Torrent Power
Station, Nikol, Ahmedabad-382350, Gujarat, India.

6. Change in CIN Number

In order to align the object clause of Axis Solutions Private Limited with that of the Company pursuant to
the merger, the Corporate Identification Number (CIN) of the Company has been changed to
L43212GJ1985PLC029849, effective from 30th January, 2025.

CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the year. However, post effectiveness
of the Scheme of Merger, the undertaking of Axis Solutions Private Limited (ASPL) including their business on
a going concern basis are vested with the Company. Further, to align the Objects Clause of the Memorandum
of Association (“MOA”) of the Company with that of the Object Clause of the MOA of ASPL, the Board in its
meeting held on 6th September, 2024 has approved the inclusion of the said objects in the Object Clause of the
MOA of the Company.

The Company has further included additional business activities through a shareholder resolution dated 31st
December, 2024. These new objects include: manufacturing of hydrogen energy generation equipment and
related services; manufacturing, designing, and installation of EV charging stations; services related to
Supervisory Control and Data Acquisition (SCADA) systems; development of electronic modules for data
transmission; and provision of services related to electrical high voltage isolator products.

The Company has further re-aligned the MOA of the Company pursuant to the Table A of Schedule I of the Act
pursuant to the Shareholder''s approval Dated 31st March, 2024.

MATERIAL CHANGES OCCURING AFTER BALANCE SHEET DATE

1. Revocation of Suspension and Listing of Equity Shares post NCLT Acquisition and Merger

Pursuant to the approval of the Hon''ble National Company Law Tribunal (NCLT) and Hon''ble National
Company Law Appellate Tribunal (NCLAT) under the Insolvency and Bankruptcy Code, Asya Infosoft
Limited was successfully acquired by Mr. Bijal Dineshchandra Sanghvi in consortium with M/s. Axis
Solutions Private Limited (“Resolution Applicant(s)”). Following the completion of the acquisition and
necessary compliance with regulatory requirements, the suspension of trading in the equity shares of the
Company was revoked by the Stock Exchange(s). consequently, the equity shares of the Company were
relisted and are now actively traded on the Bombay Stock Exchange with effect from 30th July, 2025. In line
with the relisting and change in shareholding structure, the Internal Securities Identification Number
(ISIN) of the equity shares was changed from INE520G01016 to INE520G01024, with effect from 30th
July, 2025. The Company has complied with all applicable statutory requirements in this regard.

2. Strategic asset acquisition and Formation of Green Hydrogen Business vertical

The Company has entered into a strategic Assets Purchase Agreement with H2GO Power Limited, a UK-
based technology company specializing in hydrogen energy solutions. The transaction involved the
acquisition of key assets including inventory and critical intellectual property such as patents, trademarks,
proprietary software, and other technology-related rights. These assets are directly related to hydrogen
storage distribution and optimization technologies.

This acquisition makes a significant milestone in the Company''s diversification strategy, enabling the
establishment of a dedicated Green Hydrogen Vertical. By leveraging the advanced technologies and
Intellectual Property acquired from H2GO Power Limited, the Company aims to accelerate the
development and deployment of green hydrogen solutions across industrial, transportation, and energy
sectors. The integration of these assets is expected to not only enhance the Company''s technological
capabilities but also place it in a unique position to establish early-mover advantage and potential market
dominance in the emerging green hydrogen ecosystem.

This strategic move is in line with the Company''s commitment to sustainability and energy transition, and is
expected to contribute significantly to its long-term growth, innovation capacity, and value creation for
stakeholders. The Board believes that the newly established green hydrogen vertical will pave the way for
technological leadership and create significant barriers to entry, thereby potentially positioning the
Company as a monopoly player in select segments of the green hydrogen market.

The transaction was completed after through due diligence and received the necessary approvals from the
Board.

3. Shifting of Registered office

The Company has changed its registered office from B-501 to 504, Galaxy Business Park, Nikol Ring Road,
Nikol, Ahmedabad-382350 to Plot No. 324, Road No. 5, Kathwada GIDC, Kathwada,
Ahmedabad-382430, pursuant to the resolution passed at the Board Meeting held on 7th August, 2025.
This change has been made to enhance administrative efficiency and operational convenience, in
alignment with the Company''s strategic objectives.

4. Acquisition of Stake of Axis Solutions FZE, UAE

The Company, through its Board Meeting held on 7th August 2025, has approved the acquisition of the
entire stake in Axis Solutions FZE, UAE from the existing investors, thereby making it a wholly owned
subsidiary. This strategic investment aligns with our long-term vision of expanding our global footprint and
strengthening our presence in key international markets.

DIVIDEND

The Board of Directors of your Company, in its meeting held on 30th May, 2025 has recommended a final
dividend of Rs. 0.50 (Fifty Paise) (5%) per equity share of the face value of Rs. 10/- each fully paid up for the
financial year ended on 31st March, 2025, subject to the approval of the Members at the ensuing 40th Annual
General Meeting. The Final Dividend is payable to those shareholders whose names appear in the Register of
Members as on the Record Date fixed by the Company. The Dividend payable by the Company will be as per
the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations"), Your Company has formulated Dividend Distribution Policy and the same is also
available on the website of the Company at www. axisindia.in.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year
under review.

CAPITAL STRUCTURE

I. Authorized Capital

Post effectiveness of scheme and as on 31st March, 2025, The Authorized share capital of the Company

stood at 50,00,00,000/-(Rupees Fifty Crore only) consisting of 5,00,00,000 equity shares of Rs. 10/-

(Rupees Ten only).

The Board of Directors at their meeting held on 6th September, 2024 has approved

» Took on record, increase in Authorized Capital from Rs. 17,00,00,000/- (Rupees Seventeen Crores
only) divided into 1,70,00,000 equity shares of Rs. 10/- (Rupees Ten only) to Rs. 27,00,00,000/- (Rupees
Twenty Seven Crores Only) divided into 2,70,00,000 equity shares of Rs. 10/- (Rupees Ten only) on
account of clubbing the Authorized Share Capital of Axis Solutions Private Limited (Transferor
Company) into the Company on account of merger of M/s. Axis Solutions Private Limited (hereinafter
referred to as the “Transferor Company/ Axis Solutions") into M/s. Asya Infosoft Limited- Presently
Axis Solutions Limited (“hereinafter referred to as “Transferee Company").

» Increased in Authorized Share Capital of the Company from Rs. 27,00,00,000/- (Rupees Twenty Seven
Crores Only) divided into 2,70,00,000 equity shares of Rs. 10/- (Rupees Ten only) each to
50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 equity shares of Rs. 10/- (Rupees Ten
only).

II. Paid-Up Capital

1. Scheme of Arrangement for the Reduction of Share Capital

The Hon''ble National Company Law Tribunal, Ahmedabad Bench (‘NCLT'') vide its order Dated 11th
July 2024 and The Hon''ble National Company Law Appellate Tribunal (NCLAT), Delhi Bench (‘NCLAT'')
vide its odder Dated 27th August, 2024 approved the Scheme of Arrangement amongst the Company
and its shareholders and creditors under Section 230 to 232 and other applicable provisions of the Act
(‘Specified Scheme''), for reduction of share capital of the Company and issuance of shares to successful
resolution applicant by way of

• cancellation and extinguishment of the entire shareholding of the erstwhile promoters and
promoter group without any payout;

• cancellation and extinguishment of the shareholding of the public shareholders, other than existing
promoter and issuance and allotment of One Equity Share of Rs.10/- each for every 20 Equity Shares
held by the public shareholders other than existing promoters as a consideration for such reduction
of Capital;

• Issuance of 37,50,000 equity shares to Mr. Mr. Bijal Dineshchandra Sanghvi and Mrs. Purvi Sanghvi
in place of Axis Solutions Pvt Ltd as a Successful Resolution Applicant against infusion of fund;

• Issuance of 1,00,000 equity shares to Shivom Investment & Consultancy Limited as a Financial
Creditor

A certified true copy of the Order passed by the Hon''ble NCLT was filed by the Company with Registrar
of Companies on 25th July, 2024 and certified true copy of the Order passed by the Hon''ble NCLAT was
filed by the Company with Registrar of Companies on 24th September, 2024 pursuant to which the
Specified Scheme came into effect.

Pursuant to the implementation of scheme, the Board of Directors at their meeting held on 19th
September, 2024 approved

» allotment of 5,88,080 equity shares of Rs. 10 each to the Public Shareholder other than Promoters
pursuant to reduction of share capital

» allotment of 37,50,000 equity shares of Rs. 10 each to the Resolution applicant viz Mr. Bijal
Dineshchandra Sanghvi and Mrs. Purvi Sanghvi in place of Axis Solutions Pvt Ltd

» allotment of 100,000 equity shares of Rs. 10 each to the Shivom Investment & Consultancy Limited
as a Financial Creditor.

Consequent to the said allotment the Paid-up equity share capital stood at Rs. 4,43,80,800 consisting of
equity shares of44,38,080 Rs. 10 each.

2. Composite Scheme of Arrangement Between the Company and Axis Solutions Private Limited

The Board at its meeting held on 6th September, 2024 take note of the Scheme of Arrangement for the
merger of M/s. Axis Solutions Private Limited into the Company (Asya Infosoft Limited-Presently Axis
Solutions Limited) under Sections 230-232 and other applicable provisions of the Act and the rules
framed thereunder, inter alia, for:

» Merger of Axis Solutions Private Limited (Transferor Company) into Asya Infosoft Limited-
Presently Axis Solutions Limited (Transferee Company)

The effectiveness of the Scheme resulted in dissolution without winding up of Axis Solutions Private
Limited and merged into the Company. This entailed the transfer of all ASPL''s assets and liabilities to
the Company, effective from 1st April, 2023, the Appointed Date under the Scheme and merged entity
has renamed as “ Axis Solutions Limited".

The implemented scheme has been in the best interest of the Amalgamated Company and its respective
shareholders, employees, creditors, and other stakeholders, for the following reasons.

• To enable Axis Solutions Private Limited (Transformer Company) to achieve listing of its equity
shares on the stock exchange in a cost-effective and time-efficient manner.

• To enhance operational capabilities, diversify the business portfolio, and unlock new growth
opportunities for the Amalgamated Company in high-potential sectors.

Pursuant to the Scheme of Merger, The Company, at its Board Meeting held on 19th September, 2024
allotted 4 shares of Rs.10 each of the company (Asya Infosoft Limited- Presently Axis Solutions Limited)
against the 1 equity shares of Rs. 10 each held by the shareholders in the Axis Solutions Private Limited.
Accordingly an allotment of 3,98,22,200 Equity Shares of Rs. 10/- each fully paid up made to the
shareholders of M/s Axis Solution Private Limited as a Consideration for the merger.

Consequent to the said allotment the Paid-up equity share capital stood at Rs. 44,26,02,800 consisting
of equity shares of4,42,60,280 Rs. 10 each.

3. Issuance of Shares to Strategic Investors

Pursuant to the Resolution Plan approved under the Corporate Insolvency Resolution Process (CIRP),
as sanctioned by the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench on 11th July
2024 read with order passed by Hon''ble National Company Law Appellate Tribunal (NCLAT), Delhi
Bench on 27th August, 2024, your Company had allotted 30,00,000 Equity Shares in favour of the
Strategic Investors which form part of public shareholders.

Consequent to the said allotment the Paid-up equity share capital stood at Rs. 47,26,02,800 consisting
of equity shares of4,72,60,280 of Rs. 10 each

EVENT BASED DISCLOSURE

During the year under review, the Company has not taken up any of the following activities:

1. Issue of Sweat equity shares:-The Company has not issued any sweat equity shares during the year under
review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014.

2. Issue of shares with differential rights:- The Company has not issued any shares with differential rights
and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee''s stock option scheme:- The Company has not issued any equity shares
under Employees Stock Option Scheme during the year under review and hence no information as per
provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014.

4. Non- Exercising of voting rights: During the year under review, there were no instances of non exercising
of voting rights in respect of shares purchased directly by employees under a scheme pursuant to
Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did
not purchase or give any loans for purchase of its shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the approval of the Resolution Plan by the Hon''ble National
Company Law Tribunal (NCLT) Ahmedabad Bench vide its order dated 11th July, 2024 read with the order of
Hon''ble National Company Law Appellate Tribunal (NCLAT) Delhi Bench vide its order dated 27th August,
2024, the composition of the Board of Directors and Key Managerial Personnel (KMP) underwent significant
changes in accordance with the terms of the Resolution Plan.

1. Changes in Board of Directors

» Mr. Bijal Sanghvi (DIN: 01988242) was appointed as Promoter-Director in the capacity of Executive
Director and designated as Director w.e.f 10th August, 2024, he was appointed as Managing Director
for a period of 5 year w.e.f 6th September,2024.

» Mrs. Purvi Sanghvi (DIN: 01932029) was appointed as Promoter-Director in the capacity of Executive
Director and designated as Director w.e.f 10th August, 2024, she was appointed as CEO of the
Company w.e.f 6th September, 2024. Mr. Purvi Bijal Sanghvi was appointed for a term of 5 year w.e.f
10th August, 2024.

» Mr. Anand Shah (DIN: 09567072) was appointed as Director in the capacity of Executive Director and
designated as Director w.e.f 10th August, 2024, he was appointed for a term of 5 year w.e.f 10th August,
2024.

» Mr. Kornagattil Kutta Guptan (DIN:10813992) was appointed as an Additional Director in the capacity
of Non-Executive Independent Director for a term of 1 year, effective from 14th November, 2024.

» Mr. Deepak Prajapati (DIN: 10841232), Mrs. Nirali Parth Shah (DIN: 10811015) was appointed as an
Additional Director in the capacity of Non-Executive Independent Director for a term of 1 year,
effective from 30th November, 2024.

» Mrs. Sherry Shah (DIN: 10811014) was appointed as an Additional Director in the capacity of Non¬
Executive Non-Independent Director with effect from 30th November, 2024.

» Mr. Ketan Shah (DIN:00913411) was resigned as Managing Director and CEO from company w.e.f 10th
August, 2024.

» Mr.Hemal Shah (DIN: 08031163) was resigned as Additional Director from company w.e.f 10th
August, 2024.

» Mr. Dhavalbhai Patel and Mr. Ravi Mali was resigned as Director from company w.e.f 10th August,
2024.

The appointment of Mr. Bijal Sanghvi, Mrs. Purvi Sanghvi, Mr. Anand Shah, Mr. Kornagattil Kutta Guptan,

Mr. Deepak Prajapati, Mrs. Nirali Shah and Mrs.Sherry Shah were approved by the shareholders at the

Annual General Meeting held on 31st December, 2024 as per the terms of their appointment were

recommended by the Board of Directors of the Company.

2. Re-appointment of Director

» In accordance with the provisions of Section 152 of the Companies act and the Articles of Association of
the Company, Mrs. Sherry Shah (DIN: 10811014), Non-Executive, Non-Independent Director of the
Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment.

» Mr. Kornagattil Kutta Guptan (DIN:10813992) will complete his first term of 1 (one) year as
Independent Director of the Company on 13th November, 2025. On the recommendation of the NRC
and the Board of Directors, the proposal for re-appointment of Mr. Kornagattil Kutta Guptan as
Independent Director for a second term of five (5) years commencing from 14th November, 2025 upto
13th November, 2030 (both days inclusive) is being included in the Notice of ensuing 40th AGM for
approval of the Shareholders.

» Mr. Deepak Prajapati (DIN: 10841232) and Mrs. Nirali Shah (DIN: 10811015) will complete their first
term of 1 (one) year as Independent Director of the Company on 29th November, 2025. On the
recommendation of the NRC and the Board of Directors, the proposal for re-appointment of Mr.
Deepak Prajapati and Mrs. Nirali Shah as Independent Director for a second term of five (5) years
commencing from 30th November,2025 upto 13th November, 2030 (both days inclusive) is being
included in the Notice of ensuing 40th AGM for approval of the Shareholders.

3. Key Managerial Personnel (''KMP'')

» Mrs. Purvi Sanghvi (DIN: 01932029) was appointed as CEO of the Company w.e.f 6th September, 2024.
» Mr. Ninad Vora was appointed as the Chief Financial Officer (CFO), w.e.f 6th September, 2024.

» Mr. Dipesh A. Panchal was appointed as Company Secretary and Compliance officer w.e.f 7th
November, 2024.

4. Independent Directors

In terms of Section 149 of the Act, Mr. Kornagattil Kutta Guptan, Mr. Deepak Prajapati, Mrs. Nirali Shah are
the Independent Directors of the Company. The Company has received declaration from all the
Independent Directors confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are Independent of the
Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they
are not aware of any circumstances or situation which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence. The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of
the same.

The Board is of the opinion that all Directors including the Independent Directors of the Company possess
requisite qualifications, integrity, expertise and experience in the field of engineering, technology,
digitalization, strategy, finance, governance, human resource, safety etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the
Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA'') in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board Committees of the Company.

PERFORMANCE EVALUATION

The Board carried out an annual performance evaluation of its own performance and that of its Committees
and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee
(“NRC”).

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board
as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried
out through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board and Committees, experience and competencies, performance of specific duties and
obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc.

The results of the evaluation showed a high level of commitment and engagement of Board, its various
committees and senior leadership.

COMMITTEE OF THE BOARD

Pursuant to the implementation of the resolution plan approved by the Hon''ble National Company Law
Tribunal (NCLT) read with order passed by the Hon''ble National Company Law Applleate Tribunal (NCLAT)
under the Insolvency and Bankruptcy Code, 2016, the Company has constituted Monitoring Committee to
oversee the implementation of the Resolution Plan. The committee comprises of the Resolution Professional,
Representative of Resolution Applicant, Representative of Committee of Creditor.

In line with the provisions of the resolution plan and newly constituted Board of Directors, the company has
constituted following committee of Director on 30th November, 2024.

» Audit Committee

» Nomination and Remuneration Committee
» Corporate Social Responsibility Committee
» Stakeholders'' Relationship Committee
» Management Committee

NUMBER OF MEETING OF THE BOARD

The Board met 12 (twelve) times during the year under review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of
this report.

CORPORATE GOVERNACNE

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the
certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate
Governance is annexed to this Report as “Annexure- D”.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a Separate Section on Management Discussion and
Analysis Report outlining the business of your Company is annexed to this Report as “Annexure-F”.

CONSTITUTION OF POLICIES

Pursuant to the Successful revival of the Company under the Corporate Insolvency Resolution Process (CIRP)
in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, the Company has undertaken
a comprehensive governance and compliance requirement. The Board, in its meeting held on 30th November
2024, constituted and adopted the following key policies:

» Archival of Record Policy
» Board Diversity Policy

» Code of Conduct of Board of Director and Senior Management Policy
» Corporate Social Responsibility Policy
» Criteria for making payments to Non-Executive Directors
» Familiarization Program for ID Policy
» Material Subsidiary Policy
» Nomination and Remuneration Policy
» Policy on Determination of Materiality of Event
» Policy on Succession Planning on Board and Senior Management
» Preservation of Document Policy
» Related Party Transaction Policy
» Terms and Condition of appointment of ID
» Vigil Mechanism Whistle Blower Policy
» Dividend Distribution Policy
» Sexual Harassment Policy

» Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders
» Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

» Policy for Procedure of Inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive
Information (UPSI)

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s Policy on directors'' appointment and remuneration and other matters provided in Section
178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate
Governance, which is a part of this Report.

1. Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirement for the Board based on the industry and
strategy of the Company. The Board composite analysis reflects in-depth understanding of the Company,
including its strategies, environment, operations, financial condition and Compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s
appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates
vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to
making recommendation of their nomination to the Board.

2. Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations,

the NRC has formulated the criteria for determining qualifications, positive attributes and independence

of Directors, the key features of which are as follows:

• Qualification- The Board nomination process encourages diversity of thought, experience, knowledge,
age and gender. It also ensures that the Board has an appropriate blend of functional and industry
expertise.

• Positive Attributes- Apart from the duties of Directors as prescribed in the Act, the Directors are
expected to demonstrate high standards of ethical behavior, communication skills and independent
judgment. The Director are also expected to abide by the respective Code of Conduct as applicable to
them.

• Independence- A Director will be considered independent if he/ she meets the criteria laid down in
Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing
Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration

Policy of the Company.

The Nomination and Remuneration Policy is available on the Company''s website www.axisindia.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Policy (CSR Policy), of the Company indicating the activities to be
undertaken by the Company, is available on the Company website www.axisindia.in.

The Details of the CSR Committee are provided in the Corporate Governance Report which forms part of this
Annual Report.

The Company has identified the following focus area towards the CSR activities, which inter alia include

• Education

• Health, Hygiene & Sanitation

• Gender equality

• Animal Welfare

The Company, as per the approved policy, may undertake other need- based initiatives in compliance with
Schedule VII to the Act. During the year under review, the Company was not required to spend any amount on
CSR, as it did not meet the thresholds specified under the Companies Act, 2013. Accordingly, it has not spent
any amount on CSR activities. The Annual Report on CSR activities is annexed as “Annexure - E” to this Report.

RISK MANAGEMENT POLICY

The Company does not fall under the criteria prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the formulation of a Risk Management Policy or constitution of a Risk
Management Committee. However, the Company recognizes the importance of risk management in ensuring
sustainable business operations. Accordingly, the Audit Committee oversees the risk management function
and periodically reviews key risks and mitigation measures to ensure that risks are identified, assessed, and
managed effectively.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism/ Whistle Blower Policy pursuant to Regulation 22 of the
Listing Regulations and Section 177(9) of the Companies Act, 2013 enabling stakeholder to report any
concern of unethical behavior, suspected fraud or violation. The policy enables stakeholders, including
individual employees, directors and their representative bodies, to freely communicate their concerns about
illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of
Company''s code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/
employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
The protected disclosures, if any reported under this Policy will be appropriately and expeditiously
investigated by the Chairman.

The Company hereby affirms that no Director, employee or any other personnel has been denied access to the
Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been appropriately communicated within your Company and has been
disclosed on Company''s website www.axisindia.in.

UNCLAIMED SHARES

During the year under review, the Company allotted equity shares in dematerialized form to the eligible
shareholders in accordance with the approved Scheme of Arrangement involving reduction of share capital. In
respect of shareholders who held shares in physical form as on the record date, the corresponding shares have
been transferred to the Asya Infosoft Limited - Unclaimed Suspense Account, in compliance with applicable
regulatory requirements. The Company continues to take necessary steps to facilitate the claim and transfer
of such shares to the rightful owner upon submission of valid documents.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant orders passed by the Regulators or courts or tribunals impacting the going concern
status and Company''s operations in future except the Hon''ble NCLT order and NCLAT order as mentioned in

this report above.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE AND
ONE-TIME SETTLEMENT

a) There are no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the Company.

b) During the year under review, the Company has not made any one-time settlement.

Other than the matters disclosed in this Report, there are no other events or transactions during the year that
require disclosures to be made in terms of the provisions of Act.

AUDITORS

1. Statutory Auditor

Pursuant to the Provisions of section 139 of the Act, M/s. Chandabhoy & Jassoobhoy, Chartered
Accountants were appointed as the Statutory Auditor from conclusion of 36th Annual General Meeting
held on 31st December, 2021 up to the conclusion of 41st Annual General Meeting to be held in financial
year 2026.

The report of the Statutory Auditors along with notes to Schedules is a part of this Annual Report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

2. Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company
is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant
and accordingly, it has made and maintained such cost accounts and records. The Board, on
recommendation of the Audit Committee has been appointed M/s Maulik Shah & Co. (Mem. No. 41622,
COP : 001118), Cost Accountants, as Cost Auditor of the Company for FY 2025-26.

M/s Maulik Shah & Co. have confirmed that they are free from disqualification specified under Section
141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets
the requirements of the Act.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the
remuneration payable to M/s Maulik Shah & Co. , forms part of the Notice of the 40th AGM forming part of
this Annual Report.

3. Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s Utkarsh Shah & Co., Practicing
Company Secretaries (Firm Registration No.S2022GJ889900) were appointed as Secretarial Auditors of
the Company to carry out the Secretarial Audit for FY 2024-25. The report of the Secretarial Auditors for
FY 2024-25 is enclosed “Annexure G” forming part of this report.

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

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board of
Directors has , on the recommendation of the Audit Committee, approved the appointment of M/s Utkarsh
Shah & Co. as the Secretarial Auditors of the Company, to hold office for a term of One (1) financial year
2025-26, subject to the approval of the Members of the Company at the ensuing AGM. Accordingly, a
resolution seeking Members'' approval for appointment of Secretarial Auditors of the Company form part
of the Notice of the 40th AGM forming part of this Annual Report.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee
under Section 143(12) of the Act, details of which need to be mentioned in this Report.

INTERNAL FINANCIAL CONTROL

The Company has put in place policies and procedures including the design, implementation and monitoring of
internal controls over its operations to ensure orderly and efficient conduct of its businesses, including
adherence to Company''s policies and procedures, safeguarding of assets, prevention and detection of fraud,
accuracy and completeness of accounting records.

In the opinion of the Board, the existing internal control framework is adequate and commensurate with the
size and nature of the Company''s business. Furthermore, the Statutory Auditors independently tested the
adequacy of internal financial controls over financial reporting as mandated under the provisions of the Act.
During the FY 2024-25, there were no instances of fraud reported by the auditors to the Audit Committee or
the Board of Directors.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company for Financial Year 2025 have been prepared in
compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of SEBI Listing
Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the
Independent Auditor''s Report thereon form part of this Annual Report.

HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES

Pursuant to the acquisition of the Company through the National Company Law Tribunal (NCLT) process,
Ideal Systems Limited, which was previously a subsidiary, has not been taken over. The business operations of
the said entity remain suspended, and based on the information available, the entire carrying value of the
investment was written off during the financial year 2022-2023.

As a result, Ideal Systems Limited is no longer considered a subsidiary of the Company and has neither been
included in the consolidated financial statements nor considered for the purposes of this Report.

During FY 2024-25, the Company incorporated following wholly owned subsidiaries companies

» Incorporated Axis Analytics India Private Limited on 20th February,2025 with an object of designing and
manufacturing of engineering goods, as well as equipment related to hydrogen energy generation.

During the financial year, Axiot Informatics Private Limited became a subsidiary of the Company following the
transfer of shares from Bijal Sanghvi, a shareholder, to the Company''s name.

As on Date of Report the Company has incorporated the following wholly owned subsidiaries companies

» Incorporated Axtevate Go Private Limited on 19th April,2025 with an object of manufacturing electric
charger used in electric vehicles, research and development related to EV charging technology and
electronic products, import-export, re-licence of charging station and allied services.

» Approved the acquisition of entire stake from the shareholders of Axis Solutions FZE,UAE, and thereby
making it a wholly-owned subsidiary.

There were no associate or joint ventures of the Company during the FY 2024-25.

Form AOC-1, containing the salient features of the financial statement of the Company''s subsidiaries, is
enclosed with this Report as “Annexure-B”.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year 2025 with
related parties were valued on an arm''s length basis and in the ordinary course of business and approved by the
Audit Committee consisting of independent Directors. Certain transactions, which were repetitive in nature,
were approved through omnibus approval.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT'') exceed Rs. 1000 crore or 10% of
the annual consolidated turnover as per the last audited financial statement whichever is lower, would be
considered as material and would require Members approval. In this regard, during the year under review, the

Company has taken necessary Members approval. However, there were no material transactions of the
Company with any of its related parties during the year in terms of Section 134 read with Section 188 of the
Companies Act, 2013. Therefore, the disclosure of the Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial year 2025 and hence, the
same is not required to be provided.

The details of RPTs during Financial year 2025, including transaction with person or entity belonging to the
promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the
accompanying financial statement.

During the financial year 2025, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company other than sitting fees, commission and reimbursement of expenses, as
applicable.

Pursuant to the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a
policy on RPTs and is available on Company''s websitewww.axisindia.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

Your Company is in compliance with the provisions of Section 186 of the Companies Act, 2013, to the extent
applicable to your Company. The particular of loans given, investment made, guarantees given and securities
provided are given in the Financial Statement of the Company accompanying to this report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return for financial year 2025 is uploaded on the website of the Company at
www.axisindia.in.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as “Annexure - A".

DEPOSITS

During the year under review, the Company has not accepted any deposit from the public. There are no
unclaimed deposits/unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited to the
Investor Education and Protection Fund as on 31st March, 2025.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information
and explanations received from the management of your Company, confirm that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2025, the applicable
accounting standards have been followed and there are no material departure from the same;

b. They 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 your
Company at the end of the financial year i.e 31st March, 2025 and of the profit of your Company for that
period;

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

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

e. They had laid down internal financial controls to be followed by your Company and that such internal
financial controls are adequate and are operating effectively and;

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

REMUNERATION OF DIRECTORS AND EMPLOYEE OF THE COMPANY

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/Employees of the Company is set out in “Annexure-C”

SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

The provisions relating to the submission of the Business Responsibility and Sustainability Report (BRSR) are
not applicable to the Company for the financial year 2025, as the Company does not fall under the criteria
prescribed under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32 of the SEBI (LODR) Regulations 2015, listed entity shall submit to the stock
exchange a Statement of Deviation(s) or Variation(s) on a quarterly basis for public issue, rights issue,
preferential issue etc.

Statement of deviation(s) or variation(s), quarter wise was placed in the respective audit committee meetings
for their review. Further, a statement of Deviation relating to the preferential issue made to Strategic
Investors as part of implementation of Resolution plan for the Quarter ended on 31st December, 2024 was
placed before the Audit Committee in its meeting held on 14th February, 2025, wherein the Audit Committee
noted that there was no deviation as regards to utilization of funds from the Objects stated in the Private
Placement offer Letter for Company''s Preferential Issue.

INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, there were no unclaimed or unpaid dividends, matured deposits, debentures, or
any other amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in
accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. Further, there are
no shares or amounts lying with the Company that are liable to be transferred to the IEPF.

CREDIT RATING

The Company didn''t obtain any credit rating during the financial year ended 31st March, 2025 for any debt
instrument. However, post effectiveness of Scheme of Merger, credit rating granted to ASPL (Axis Solutions
Private Limited) which is BBB- is deemed to continue. The Company has however applied for the credit rating
in the name of the Company to CRISIL.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were no sexual harassment complaint pending or received during the year ended March 31, 2025.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report
(“MDAR”) as explained in a separate Section in this Report, describing the Company''s objectives, projections,
estimates and expectations may constitute ‘forward looking statements'' within the meaning of applicable
laws and regulations. Actual results might differ materially from those either expressed or implied in the
statement depending on the circumstances.

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and
confidence in the management of the Company and will also like to place on record their sincere appreciation
for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers,
Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels
and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under
review.

Date:-22.08.2025 For and on behalf of the Board

Place:- Ahmedabad Axis Solutions Limited

(Formerly known as Asya Infosoft Limited)

Bijal Sanghvi Purvi Sanghvi

Managing Director Director

DIN: 01988242 DIN:01932029

---

Mar 31, 2024

Tihe 3 9th Board Report is be i mg prase nted by the new So a rd of D irector s of the Com pa ny. post the com pleti on
of the C o rpo rate I nsof¹vency R e sotutio n P rocess (C1RP).

Tine National Company Law Tribunai-Ahmcdabad Bench, vide its order dated 17th May, 2023 in
CP[IBJ/268/NCLT/AH M/2022 (Company Petition) admitted the application filed by Fiat Accord Fabric
Private Limited/ Financial Crred i tor under Section 7 of the Code and ordered Corporate Insolvency
Reso! u tion Process (CIR P) a ga i fist the C o rpo rate De btor i ,e Asya \ nfosft Limited, further to wh Ech morato riu m
was declared and and Mr. 5umlt Rajnikant Mehta was appointed as the interim Resolution Professional.
Consequently, the meeting of the Committee of Creditors on 16th Juno, 2023 approved the appointment of
Mr, Sumit Rajnikant Mehta as Resolution Professional in accordance with section 22(2) of the insolvency &
Bankruptcy Code,2016.

fn the 5th Meeting of the Committee of Creditors (COC) held on 23rd January, 2024 the Resolution Plan
submitted by Mr. Gfjal Dlneshchandra Sanghvi in consortium with M/s. Axis Solutions Private Limited
("Resolution Appiicant(s)") was placed before the COC by the Resolution Professional. After Due deliberation
th e f in a I revi sed reso I ution p I a n was a pprovedi by t he me m bars with 6 S .48 % voti rtg sh are i n f avou r of it.

The Hon''ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP[IB)/268/NCLT/AHM/2Q22 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited approving
the resolution plan submitted by Mr. Bijal Dlneshchandra Sanghvi In consortium with M/s, Axis Solutions
P rivate L i m i ted (" Resol ut i on Appl i ca nt(s)'').

NCLAT at the hearing heid on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024 a pprovi ngthe Scheme of Arrangement (" Sc h e me") form i ng part of t his Reso I ut ion PI a n. for the merge r of
the M/s Axis Solution Private Limited ("Transferor Company") into Asya Infosoft Limited (“Transferee
Company”), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axis Solution Private Limited ("Transferor Company") andchange of name of Transferee company as perthe
Scheme of the Ar ra ngem ent f o run ing part of t his plan.

The Board of Directors of Asya Infosoft Limited ("the Company" or "Your Company" or "Asya Infosoft") are
pleased to present the 39th Annual Report, on the business operation and state of affairs of the Company
together wit h t h e Au dited F i na nd a I State merit for the F i nanci a! Y ear end ed on 31st M arch,2024,

BRIEF BACKGROUND&SUCCESSFUUMPLEMENTATION OFTHE APPROVED RESOLUTION PLAN

The Hon''ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP( I B)/268/NCLT/AH M/2022 En the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited approving
the resolution plan submitted by Mr. fiijal Dineshchandra Sanghvi in consortium with M/s. Axis Soiutions
P rivate Li m i ted (" Resol ut i on Appl i ca nt(s)‘“).

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024ap pro ved the Sch em e of Arra ngement ("Sch e m e") form i ng part of th is Reso I utl on PI a n, fa r the merger of
the M/s Axis Solution Private Limited (“Transferor Company") into Asya Infosoft Limited ("Transferee
Company"), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axis Solution Private Limited ("Transferor Company") andchange of name of Transferee company as perthe
Sche me of the Ar ra ngemen t fo r mi ng pa rt of this p la n.

FlNANClALSUMMARY/PERFORMANCE/STATEOF COMPANY''S AFFAIRS:

The Summary of the Company''s financial performance for the financial year 2023-2024 as compared to the
previous Fi nanc i a I Yea r 2022-2023 ta bled hereu nde r. 11 m ay be noted that the Fin a ncial Staterm ents f o r the F V
2023-2024 are prepared considering 1st Apri 1,2023 at the Appointed Date for the Merger of Axis Solution
Private Limited into Asya Infosoft Limtied.

(Ruoees in Crore exceot EPS)

Financial Highlights	Standalone
	2023-2024	2022-2023
Revenue from Operations	136.36	66.93
Other income	0.31	0.43
Total Income	136.67	67.35
Less: Total Expenses	114.75	98.77
Earn Engs Before Interest, Tax and Depredation	21.92	-31.41
Less: Finance Cost	2.63	3.12
Less: Depreciation	0.93	0.76
Profit/ (Loss) before Tax (PBT)& Exceptional Items	31.80	-31.41
Exceptional Items	-9.89	0.00
Profit/ (Loss) before Tax (PBT)	31.81	-31.41
Add/ (Less): Current Tax	0.00	-1.80
Add/(Less): Deferred Tax	0.07	0.04
Profit/(Loss) after Tax (PAT)	31.74	-33.17
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the period	31.74	-33.17

N ote:- as on Date of Re port Co m pa ny has o n e $u bsid ia ry -Ax iot I nfo rmatic? Pvt Ltd
Company has acq u i re m aj ori ty stake i n Ax i ot i nf orm at ics Pvt Ltd M ay-2024

BUS!NESS OVERVIEW:

As you are aware t hat, the HorVbJe NCI T vide NLGT Order Dated 11th July, 2024 approved resolution plan
and NCLAT Order Dated 27th August.2024 approved merger Of Axis Solution Private Limited into Asya
Infos oft Limited.

The merger of Axis Solution Private Limited into Asya Infosoft Limited shall generate long-term value for all
the sta keholder&nd fol lowing advantages.

» Being a listed Company, it is much easier to raise the required growth capital to fund the expansion plan;

» It gives leverage to bid sizable ardersfromvariou&gavernmentauthoiritie&dijietomarketeapitalizatioh;

» 7 he b ra nd name of the company keeps increasing as it he co mes a wi de ly he I d com pa ny a nd is exposed to
various investin g b od ies;

» Periodical statutory compliances would provide more comfort to the banks and financial institutions.

Brief Deseri ptson of the B usi ness of the Trartvfe rn r Cpmpa ny being persu aded hy th e Camps ny;

Axis Solution Private Limited is a leading industrial automation and design engineering firm that provides
Innovative solution for a wide range of industries. With a foundation built on expertise, creativity, and cutting?
ed ge te chn ology, t he co m pa ny s pecia I izes In del iveri ng com pre hensi ve d es i gn engi neeri ng services that m eet
and exceed cl ient expectat i on s.

Axi s So I utions stand s at the forefront of the i n du striai a uto matiori a nd e nginee ri ng secto r, provid ing cutti ng-
edge solutions that enhance operational efficiency, productivity and safety across diverse industries. With a
commitment to innovation, a team of experienced professionals and a robust portfolio of products and
services, Axis Solution has established itself as a market leader in the rapidly evolving landscape of industrial
automation and engineering design.

Axi s was established i n2005 to p rovid e effl cie nt, re I iab I e, and sustai na b I e so I utions f o r
increasingly complex industrial environments. Axis is a world-class system integrator & innovative solution
provider specifically to cater to oil & gas, petrochemicals. refineries, power plants, minerals & other
engineering verticals globally through its worldwide regional offices and its team of 120" dedicated staff
members.

DIVIDEND

So f a r to conserve the reso urces for t h e b u siness requ i re ments of the Co m pa ny, the Bo a rd of D irectors have
not recommended anydividendforthefinandalyearended 31st March, 2024,

TRANSFER TO RESERVE

No amount has been transferred to the Reserve of the Company for the financial year ended on 31st March,
2024.

TRANSFER TOUN CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies
Act, 2013.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE:

As on 31st March, 2024, the Company has only one wholly owned subsidiary Axiot Informatics Private
Limited.

Pursu a nt to Ru I e 5 of the C a m pa nies (Acco lints) Ru Ies, 2014_r a state ment eontai ni n g the sail ent featu res of the
financial statement of the Company''s subsidiary/Joint ventures/ associate companies of the company,
br i nglng out the high llghtsof their performance, a ppears In Form A&Cjri''at Annexu re-B to th fs repo rt.

CONSOLIDATED FINANCIAL STATEMENT:

You r Di recto rs have pleas ore 1 n p res enti n g t he a u dited conso I id ated f i na nei a I state me nts pursu a nt to sectioh
129 of the Companies Act 2013, as amended from time to time ("the Act"} and Regulation 34 of the Listing
Regulations.

The Consolidated Financail Statements have been prepatred in accordance with the Accounting Standards
jaresenbed under Section 133 of the A|fe

The Hon''ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP(IB)/268/NCLT/AHM/2022intbe matter of Fiat Accord Fabric Pvt Ltd Vs Asya I nfosoft Limited approving
the resolution plan submitted by Mr. Bijal Dincshchandra Sarsghvi in consortium with M/s. Axis Solutions
Private Limited ("Resolution Applicant^)"), NCLAT at the hearing held on 27th August,2024 orders In
Company Appeal (AT) {Insolvency} No. 1475 of 2024 approved the Scheme of Arrangement ("Scheme")
forming part of this Resolution Plan, for the merger of the M/s Axis Solution Private Limited ("Transferor
Company"} into Asya Infosoft Limited ("Transferee Company") .The Scheme have been implemented from the
a ppo i nted d ate i.e 1st April, 2023 declared u nd er t he a pprove d scheme.

The following consequential impacts have been given in accordance with approved resolution plan /
Account ing St a nd ard s:-

a. Increase in Authorized capital from 17,00,00,000/- (Rupees Seventeen Crores only) to 50,00,00,000/-
(RupeesFiftyCrore$on|y)gnaccountof

* Clubbing of the Authorized capital pursuant to Merger of Axis Solution Private Limited into Asya
Infosoft Limited from 17,00,00,000/- (Rupees Seventeen Crores only) to 27,00,00,000/- (Rupees
Twenty-seven Crores only);

* Increase of the Authorized capital from 27,00,00,000/- {Rupees Twenty-seven Crores only) to
50,00,00,000/- (Rupees Fifty Crore only) pursuant to Merger

b. Pursuant to the order of NCLT, the existing issued, subscribed and paid up equity share capital of the
company has been reduced from 1205.7 Lakh divided into 1,20,57,292 (One CroreTwenty Lakh Fifty
Seven Thousand Two Hundred Ninety Two only) equity shares of Rs. lOeach to 53.80 Lakhdivdided into
5,8S,QB0 (Five lakh Eighty-eight thousand Eighty only) equity share at Rs, 10 each vide meeting of the
Board of Directors of the Company held on 19th September, 2024, thereby reducing the value of issued,
subscribed and paid up equity share of the Company by 1146.9 Lakh. Further pursuant to the approval of
tii e resoluti o rt plan by th e Hon''b I e NC LT, the Board of Di recto rs i n the sa i d meeting al I otted ort pref erentia i
basis 37,50,000 equity shares of Rs. 10 each to the resolution applicant viz. Bijai Sanglwi and Purvi Sanglwi
in place of Axis Solution Private Limited.

c. Pursuant to the order of NCLAT, the Board of Directors in the meeting Dated 19th September, 2024
allotted 4 shares of Rs.lOeach of the company (Asya Infosoft Limited} against the 1 equity shares of Rs, 10
each held bythe shareholders in the Axis SolutioEi Private Limited. Accordingly an allotmentof 3,93,22,200
Equ i ty 5 ha res of Rs. 10/- e ach f u I ly paid u p m ad e to t he s h a rehol d ers of M /s Axi s Sol ut i cm Private Li mj ted a s
a Consideration for the merger of the Transferor company into corporate debtor,

d. In respect of de-recognition of operational and financial creditors a Song with assets, the net difference
amounting to (983.78) Lakh between the carrying amounts of financial inabilities extinguished and
consideration paid along'' with value of assets, is recognized in statement of profit or loss account in
accordance with IDAS and guidance as prescribed under section 133 at the Companies Act, 2013 and
a ccounti ng po I ic i es consistent! y f o 11 owed by the company a nd d isclosed as a n" Exception a I items”.

e. Pursuant to the order of Amalgamation of the Axis Solution Private Limited, all the assets and liabilities
sta nd transferred and vested i n the Tra nsferee Co m pa ny wi th effect from t lie effect! ve d ate.

SHARE CAPITAL

1. Authorized Share Capital

* The Autho rized S ha re Ca pital of t he Com pany as on 31 st M arch,2024 was Rs. 12,0 5,72,92 0/¬
* However, pursuant to the Scheme of Arrangement approved along with the Resolution plan,

considering 1st April, 2023 as the Appointed Date the share capital of the Transferor Company was
clubbed with the Share Capital of the Transferee Company, Hence, considering the merger the Share
Capita l of th e Merged entity was increased to Rs. 27,00,00,000/¬
* Further, the Board of Directors of the Company, in its meeting held on 27th August,2024 pursuant to
the Res o! ution Plan, increased the Author! zed Share Capita I of the C omp a ny to 50,00,00,000/-
Considering the changes mentioned herein above, the current Authorized Share Capital of the
Company Is Rs, 5 0,00,00,00 0/-d ivi ded i nto 5,00,00,000eq uity shares of Rs. 10/- each,

2. Paid-upShare Capital

* The paid-up Share Capital of the Company before the order of NCLT order was 12,05,72,920 divided
into 12057292equity shares of Rs. 10/- each.

* Pursuant to the Reduction proposed in the Resolution Plan (with effect from record date 13th
September, 2024) the paid-up share capital of the company was reduced to Rs. 53,30,302 divided into
588080cquitysharesof Rs,10/-cach.

* Further the following allotments were made bythe Board Of Directors in their meeting held on 19th
September, 2024:

a) Allotment of 37,50,000 equity shares of Rs, 10/- each to the resolution applicant against the fund
infused by them in the com pany;

b) A!lotment of 3,98,22,200 Equity Share s of Rs. 10/- each to the sliareh old ers of Axis So I ution P ri vatc
Limited (Transferor Company)as a consideration toward merger of Transferor Company into Asya
I nfosoft Limited.

C on s i de ri ng, the afore me ntio ned reductio n a nd a I lotme nt, the p res e nt Pa id -u p Sh are C a pital of th e
Company is Rs. 44,26,02,800equity shares of Rs. 10/-each.

Event based disclosure

D ur i ng the year u nde r rev i ew, the Com pany has n ot t a ken u p a n y of the f o I [owing a ctivlties:

1, Issue of Sweat equity shares:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54[l)(d) of the Act read with Rule 8(13} of the Companies [Share
Capital and Debentures} Rules,2014.

2, Issue of shares with differentia I rights:

The Company has not issued any shares with differential rights and hence md information as per provisions
of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014.

3, Issue of sharesunderemployee''sstockopt ion scheme:

The Company has not issued any equity vshares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62{l)(b) ofthe Act read with Rule 12(9)
of the Companies (5 ha re Capital and Debenture) Rules, 2014,

4, Non-Exercising of voting rights:

Du rs ng t h e year u n cf er revi ew, t here were no insta noes of n on exe reisi ng of voti ng rights in res pec t of shares
purcha sed d irect ly by emp I oyees under a sc heme pu rs ua nt to Section67(3) of the Act read with Ru le 16 (4)
of C omp a n ies (S ha re C a pita! a nd Deb e ntu res) Ru le s, 2014.

5, Disclosure on pure base by company or giving of loans by it for purchase of its shares:

The Ca m pa ny d id n ot pu rchase or give any loa ns for p u rcha se at it s shares,

6, Preferential Allotment of Shares:

Tiie Com pa ny d id n o L a I lot anys ha res on pnef ere n tial basis du ring the pe ri od u nder review.

PUBLIC DEPOSITS:

Duringthefinandalyearun der re view, yourCompanyhasnota cceptod a ny d e posits

within the meaningof Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules,

2014 as amended from ti m e to t i m e.

PART iCUL A RS O F LO A NS, GUAR ANTEES OR INVE5TM E NTS:

Tl-ie Company has not made any loan, provide any Guarantee or made investment under Section 186 ofthe
Companies Act, 2013,

PART ICU LARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

All the transactions entered during the financial year under review with the related parties referred to in
Section 138 of the Act were in the ordinary course of the business and on the arm''s length basis and are
reported /stated i n th e N otes to th e Accounts of the Sta ndaione Fi na nd a I Statements of the Company which
f o runs part ofthe An nua I Re port Acco rdi ngly, the disci osu re of R elated Pa rty T ransa ctions as req u i red und er
Section 134 of the Act is not a ppl i cab I e.

The Policy on Materiality of Related Party Transactions arid on dealing with Related Party Transactions as
approved by the Board from time to time is available on the Company’s website and can be accessed at
h ttpsi/Zavisin dia.i n/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

Be! n g p a rt of the impl ementation of th e Res oiu tio rs Plan, the erstwh ile boa rd of d i recto rs of the Comp any were
repl ace w ith new boa rd of di rectors wi th effort from 10th An gu sf, 20 24, in mo n itori n g comm ittee m eet i ng a nd
necessary disclosure has made in this regard to the exchange in timely manner, Details of resignation and
ap po i ntment of d irectors a re as und er:

1. Appointment of Mr. Bijal Dineshchandra Sanghvi (DFNr01933242} as Managing Director;

2. Appointment of Mrs, Purvi Bijal Sanghvi (D IN: 0193202 9}as Executive Director CEO:

3. Ap poi ntment of M r. A na nd Vi nod chan dra Shah (DIN: 09567072) as Executive D i rector:

4. Appointment of Mr. NinadVinodkumarVoraasCFO;

5. Resignation of Mr, Ketan NalinkarctShah (DIN: 00913411) as Managing Direct or and CEO;

6. R es i gna tio n of Mr, H ema I Keta n Sha h (DIN:03031163) as D i rector;

7. Rc s igna tio n of Mr, Dha va Ebhai Pra vi nbhai Patel (DIN: 07 77003 9) as D ircctor:

S, Resignation of Mr. Ravi Nararibhai Mali (DIN;03414334) as Director;

* Mr. Bijal Dineshchandra Sanghvi (DIN: 01988242) has been appointed as Managinng Director for a
period of five (5) year w.e.f 10th August, 2024, subject to the approval of the members in the general
meeting;

* Mrs, Purvi Bijal Sanghvi (DIN;01932G29) has been appointed as Executive Director designated as CEO
fora period of (5) yearw.e.f 10th August, 2024, subject to the approval of the members in the general
meeting:

* Mr. Anand VinodchandraShah (DIN: 09567072) has been appointed as Executive Directorfor a period
of 5 yearw.e.f 10th August, 2024, subject to the approval of the members in the general meeting:

* A ppa int me nt of M r, Kutta K onangad Gu pta n (DIN: 10313992} a s N ? n- exetu tive I nd epend ent Director
w.e.f 14th November, 2024;

* Appointment of Mr. Deepak Purshottambhal Prajapati (DIN; 10841232} as Non-executive
f nde pende nt D i rector w.e.f 30 th N ove m ber, 2024;

* Appointment of Mrs. Nirali Parth Shah (DIN: 10811015) as Independent Director w.ef 30th
November, 2024;

* Appointment of Mrs. Sherry Bhavesh Shah [DIN: 10S11014} as Non-Executive Non- Independent
D i rector w.e.f 30th N ove m ber, 2024;

* Appointment of C5 Dipesh AnSIkumar Panchal, as Company Secretary and Compliance Officer of the
Company w.e.f 7th November, 2024

As stated above, boa rd h as been re-constituted by being a ppoi nted as Add it i on ai Di rector of the Co m pa ny. M r.
Kutta Konangad Gupta n (DIN: 10813992) has appointed on 14th November, 2024 ,Mr. Deepak
Purshottambha! Prajapatl (DIN: 10841232) has been appointed on 30th November, 2024 as Indpendent
D i rector, not I i a ble to rets re by rotation, fo r a period of 1 (on e) yea r with effect from the date of a ppoi nt me n t.

subject to approval of members in the ensuing annual general meeting. Mrs, Nirali Parth Shah (DIN :
10S11015) has a ppoi nted on 30th Nove m ber, 2024as I nd pende nt D i rector, not I ia b I e to retire by rotat i on, for
a period of 1 (one) year with effect from the date of appointment, subject to approval of members in the
ensuing annual general meeting and Mrs .Sherry Bhavesh Shah (DIN: 10811014) has appointed on 30th
Novemher, 2024 as Non-executive Non -Independent Director, for a period of 1 (one) year with effect from
the d a te of a ppointme n t, su bject to a pprova I of membe rs in the e ns u i n g annual genera I meet! ng

In the opinion of the Board of your Company, ail directors are persons of integrity and possesses relevant
expertise and experience and they fulfil the conditions specified in tho Companies Act, 2013 and tho Listing
Regulations, for s u ch an a ppointme nt.

The board of directors has recommended the appointment of all the directors in ensuing annual general
meetingtothemembersforLheirapproval.

Si nee, a par t of th e imp I em entatio n o f the Resol ution Plan, the erstw hi I e boa rd of d i rectors of the Company
were replaced with new board of directors as additional directors with effect from 10th August, 2024, no
di recto rwi 11 retire by rotation at the ensuing annual general meeting of the Company pursuant to Section 152
and oth e r ap pi i ca b le provis ions of t h e Com panies Act, 2013,

Key Man age ri a I Personne E

CS Dipesh Anilkumar Panchal has been appointed as Company Secretary and Compliance Officer of the
C ompany w.e, f 7t h No vem ber, 2 024 as Key Manager i a IP erson ne!.

Your Company has following key managerial personnel as on date¬
* Mr, Bijal Dineshehandra Sanghvi, Managing Director;

* Mrs. Purvi Bijal Sanghvi, Chief Executive Officer;

* Mr, NinadVinodkumarVora.ChiefRnancial Officer;

* Mr. Dipesh Anilkumar Panchal, Comp any Secretary and Compliance Officer,

STAT EMENTONDECLA RATI O N B YIN D EP EN DE NT DI RECTORS

The Company has received the necessary declaration from each independent director who are part of
reconstituted Boa reconfirming that he/she meetstho criteria of independence as laid out in Section J 49(6) of
the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and
Regulation 17 of the
Listing Regulations.

All the Independent Directors of the Company have enrolled their names in the database of Independent
Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements.
Also, the online proficiency self-assessment test as mandated have been undertaken by those Independent
Directors Df the Company who are not exempted within the prescribed timelines.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of
Independent Directors as an Independent Director of the Company and the Board is satisfied with the
integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules
made thereunder.

PERFORMANCE EVALUATION OFTHE BOARD, ITS COMM ITTEESANDINDIVFDUAL DIRECTORS

During the period under review the Company was under CIRP and was being monitored by the Resolution
Professional Appointed by the Hon''ble NCLT. Hence, during the year under review, there were no
pe rf or mance eva in at i on of th e Boa rd of
Directorswas held

Further, citing to the aforementioned reasons, there were was no Independent Director meeting held during
the year un der review.

N UM B ER OF BOAR D M EETINGS H ELD

Members may kindly note that Resolution Plan for revival of the Company has been approved by I lon''ble
NCLT vide its order dated ll.th July, 2024 and till the re-constitution of Board, Monitoring Committee was
e n trus ted with ro les and res po ns ibl e f o r th e management of th e aff a irs of th e Co m pa ny.

Du ri ng t h e year un der revi ew_r no meet i ng of the B oa rd of D ireetors wa s he I d

POL 1CY 0N Di RECTORS’ AP P 01NTM E NT A N D R E M U N E R AT I ON

Pursuant to Section I34(3)[e) and Section 173(3} of the Companies Act, 2013, the Nomination and
remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per
Section 17B(3) of the Companies Act, 2013 and SEE! (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time Ts available on the website of the Company at
httpsiZ/axisindia.m/,

tOMMITTEES Of THE BOARD:

The Board ofyaur Company, at their meeting held on 30th November, 2024 have formed various Committees,
as per the provisions of the Act and the Listing Regulations and as a part of the best Corporate Governance
practices, the terms of reference and the constitution of those Committees is in compliance with the
applicable laws.

I n o rder to e n s u re f oeu serf attent i on on the busi n ess a n rf for better go vernan ee a nd atcau ntab i llty, t he B oa rd
hasconstitutedthefoll owing Committees:

A. Audit Co remittee

As Qfri report'' ng d ate, tits Aud it Co m m ittee comprises of th e fcH lowing members

Sr, No.	Name of Members	Designation
1	Deepak Purshottambhai Prajapati	Chairman
2	Kutta Konangad Guptan	Member
3	Nirali Parth Shah	Member
4	Sherry Bhavesh Shah	Member

B. Nomination and Remuneration Committee

As on the date of this Report, the Nomination Remuneration & Compensation Committee (the ^,:NRC)
comprises of the f o I lowing merribers:

Sr. No.	Name of Members	Designation
1	Deepak Purshottambhai Prajapati	Chairman
2	Nirali Parth Shah	Member
3	Sherry Bhavesh Shah	Member

During the year under review, as a reason of ongoing CiRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no NRC
comm ittee du ri ng the FY 2023-24,

C. Stakeholder Relationship Committee

As on reporting date, the Stakeholders'' Relationship Committee (the “SRC”) comprises of the following
members;

Sr. No.	Name of Members	Designation
1	Sherry Bhavesh Shah	Chairman
2	Nirali Parth Shah	Member
3	Purvi Sanghvi	Member

During the year under review, as a reason of ongoing CIRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no SRC
comm ittee du ri ng the FY2023-24.

D, Risk Management Committee;

The Risk Management Committee of the Board is not applicable to the Company durirg the period under
revi ew. Hence the Company has not formu I ated a rl s k ma nagem ent committee.

E. Corporate Social Responsibility Committee;

As on reporting date, the Corporate Social Responsibility Committee (the "CSR"J comprises of the
following members:

Tiie Company Secretary & Compliance Officer of the Company act as the Secretary of the Audit

Committee.

Sr. No.	Name of Members	Designation
1	Purvi Sanghvi	Chairman
2	Anarid Shah	Member
3	Nirati Parth Shah	Member

During the year under review, as a reason of ongoing CIRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no CSR committee
during the FY 2023-24.

VIGIL MECHANISM /WHISTLEBLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for
Directors and Employees in confirmation with Section 177 of the Act and the Rules framed thereunder and
Regulation 22 of the Listing Regulations to report concerns about unethical behavior. The Policy enables the
Directors, employees and all the stakeholders of the Company to report genuine concerns (about unethical
behavior, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against
vl ctimlzat i o n of perso ns who use s uch mec h a nism a nd in a kes provision for d i rect access to tl le ChaI man of th e
Audit Committee.

The Audit Committee of the Company oversees /supervise a Vigil Mec ha nism/a Whistle Blower Policy of the
Company.

Th e Co m pa ny is committed to atfhe re to the highe st stand a rd s of etb i ca L mo ra I and I ega I cond u ct of bus i ness
operations. During the year under review, no person was denied access to the Chairman of the Audit
Committee.

Und er th e Wh i stle BI ower Pol icy, conf i de rrtiai i ty of those reporti ng vio I atio n{s) is protected an d they shal I not
be subject to any discriminatory practices. The Policy is uploaded on the Company''s website at
https://axisindia.in/,

INTERN AL FIN ANC [ AL CON TROL S YSTE M AN D TH El R ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its
operations, internal control systems comprising of policies and procedures are designed to ensure sound
management of your Company''s operations, safe keeping of its assets, prevention and detection of frauds and
errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and
procedures are periodically reviewed by the Audit Committee to mai ltain the highest standards of Internal
Control.

During the year under review, the Company was going under CIRP and hence there was no internal audit
ca rried out du ri ng the pe riod und er review.

However, the Board of Directors of the Company have appointed M/S.Vipul Kothari & Co, Chartered
Accountants, Telangana , India, as the internal auditors of the Company at their meeting held on 30th
November, 2024 to carry out the internal audit for the FY 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT;

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report, is not
a ppl i cab le to th e Co m pa ny, d uring the peri od u nde r review.

CORPORATE GOVE R NANCE:

You r C omp a n y is fu I ly co m m itted to fol low good Corp orate Govern an ce practices a nd
maintain the highest business standards in conducting business. The Company continues to focus on building
trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of
good corporate governance viz, integrity, equity consciences transparency, fairness, sound disclosure
practices, accounts bil fty and commitme nt to va lue s.

Your Company has come out of CiRP process as per the NCLT Order dated 11th July, 2024. The new
Management is keen in maintaining high standards of Corporate Governance In compliance with the Listing
Regulations, The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing
Regulations forms an integral part of this Annual Report and attached as Annexure-D. The Report on
Corporate Governance also contains certain disclosures required under the Act and the Listing Regulations as
amended from time to time.

However, it is hereby informed that, during the period under review, the Company was under CIRP and was
und er co ntrol of the Resdut io n P rofessi on a I, H ence, the new

man agement is not ab I e to comment on the com pi i a rice of the Corporate Gove rnance
norms forthe FY 2023-24

MAN AG EM E NT Dl SCU SS [ON AND AN ALYS IS REPORT:

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and
Analysis Report (the "HOAR¹'') highlighting the business of your Company forms part of the Annual Report, It
inter-alia, provides details about the economy, business performance review of the Company''s various
bus! nesses a nd f utu re f oreca sts.

The Management Discussion^ Analysis Report,forming part of this Annual Report isenclosed as Annexure-F

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

The following orders were passed by the Hon’bieNCLT post the closure of the Financial Year and before the
date of the report:

1. The National Company Law Tribunal-Ahmedabad Bench, vide its order dated 17th May, 2023 in
CP(IB)/268/NCLT/AI IM/2022 (Company Petition) admlntted the application filed by Fiat Accord Fabric
P rivate Li m fted/ F i nancia IC rreditor un der Section 7 af the C ode and ordered Co rpa rate I n solven ey

Resolution Process (CIRP) against the Corporate Debtor i.e. Asya Infosft Limited, further to which
moratorium was declared and and Mr, Sunlit Rajnikant Mehta was appointed as the Interim Resolution
Professional.

2. Consequently, the meeting Df the Committee of Creditors was conducted on 16th June, 2023 after giving
due notice to creditors as per provisions of section 22(l)ofthe the Insolvency and Bankruptcy Code, 2016
and COC approved the appointment of Mr. Sumit Rajnikant Mehta as Resolution Professional in
a cco rdan ce wi th sec t i on 22(2) of the I nso Ive ncy & Ban kruptcy Cod e, 2016.11 is furt her su bmitted that the
COC constituted on 16th JLine, 2023 was reconstituted on 1 st January, 2024 after raceipt of further claim
fromcreditorsasthemembersofCOC

3. The COC byway of e-voting approved the resolution plan submitted by Mr. Bljal DineshchandraSanghvi-
Lead Member and M/s Axis Solution Private Limited-Member ("Resolution Applicant") with requisite
majority, in accordance with the provisions of Section 30(4) of the insolvency and Bankruptcy code 2016
("The Code"), subject to the approval of the said Resolution Plan by the Mon''ble National Company Law
Tr i bu na [, Ahmedabad B ench. The sa id pi a n wa s f i led before the I Jon''b I e N CL T.

4. The Hon’ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP(iB)/268/NCLT/AI IM/2022 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited
approving the resolution plan submitted by Mr. Bijal Dineshehandra Sanghvi in consortium with M/s, Airis
Sol ut i on s Pr ivate Limited (“ Resoi u tion Appl ic a nt(s)

5. The Hon^Jble NCLAT at the hearing held on 27th August,2024 orders In Company Appeal (AT) (Insolvency)
No. 1475 of 2024 approving the Scheme of Arrangement (“Scheme") forming part of this Resolution Plan,
for the merger of the M/s Avis Solution Private Limited ("Transferor Company") into Asya infosoft Limited
("Transferee Company"), arrd consequent allotment of shares of the Transferee company to the
shareholders of the M/s Axis Solution Private Limited (“Transferor Company") and change of name of
T ransferee com pa ny as p e r the Scheme of the Arra nge m ent f o rm ing part of this plan.

AUDITORS AND AUDITOR S REPORT

1. interna!Auditors:

Pu rsuant to the provisions of sectio n 138 of the Act. M/s Vi pu I Kothari Si Co., Ch a rtered Accou ntants were
appointed as the Internal Auditor to conduct internal Audit of the Company for the Financial Year 2024¬
25.

No internal auditor was appointed by the Resolution Professional to dothe Internal And itforthe FY2023-
24as the Company was under CRlPdurmg the period under review.

2, Statutory Auditor;

Pursuant to the Provisions of section 139 of the Act, M/s. Chandabhoy & Jassoobhoy, Ch a rtered
Accountants were appointed as the Statutory Auditor from conclusion of 36th Annual General Meeting
held on 31st December, 2021 upto the conclusion of 41st Annual Genera! Meet ing to be he I din financial
year 2026. The Company has received the eligibility certificate from the Statutory Auditors confirming
that they are not d isq u a lifted from conti nu ing a$ a Statute ry A u ditor off t he Company,

The Auditors'' Report is annexed to the Financial Statements and does not contain any qualifications,
reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are self
exp I a natory a nd do n ot ca M f or a ny comment,

3, Secretarial Auditors:

Utkarsh Shah & Co., Company Secretaries (M. No PCS 12526, C.P. No.26241) are appointed as the
Secreta rial Au ditors to co nd ud th e Secreta rial Aud it of the Com pa ny f or t he Fi n a nci a I Yea r 2024-2 5,

Since during the period under review, the Company was under CIRP, there was no Secretarial Auditor
ap poi nted for F Y 202 3-24,

M AINTA t N AN CE OF C QST RECOR DS

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 0(5) of the Companies
(Accounts) Rules, 2014, Company maintains the cost records as specified by the Centra! Government under
subjection (1) of Section 148 of the Companies Act 2013.

R EPORTl N G OF F R A U DS B YTH E A UDI TOR 5:

Dur i ng the F i nancia I Year u n der rev! ew, t he Statutory Aud i to rs have not repo r ted to th e Au dit Com m i t Lee a n d
the Boa rd u n tier Secti o n 143 of the Act, a ny i nsta nces of fraud committed aga in st you r Co mpa ny by its off i cers
and employ ees, detai I s of whi ch wo u id n eed To be m e ntioned i n the Board''s R epo rt.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31, 2024 in Form MGT-7 is
avai I a ble o n th e we bsite of the Co m pa ny and ca n be aoce ssed at https://axisi n dfa.i rrA

SEC RETAft IAL ST A N D A RD S

Management of Company was entrusted and vested with Resolution Professional till approval of Resolution
Plan and with Monitoring Committee from date of approval of Resolution Plan till re-constitution of Board,
After reconstituten of Boa rd of Director, Com pany has foil owed the appJ icab Ie 5ecreta ri a I Standards, i ,e, S5-
1 a nd SS-2, re I at i ng to M eatings of th e Board of D irectors a nd G e nera IM eeti ngs, res pective ly.

PARTICULARS OF EMPLOYEE

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read
with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
fa rm s part of the Annu a I Report as Ah n evu re-C,

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &
OUTGO:

The Com pa ny eon sci ou sly makes a 11 efforts to co n se rve e nergy ac ross Its o pe rations. t n te rm s of t he prov i s io n s
of Section 134(3) (m) of the Act rea d with ttie Com pan! c s (Acoou nts) Roles 2014, as amend ed f rom time to t i m e,
t he repor t o n conse rvat i on of energy, technology abso rp Ej on, fore i gn exchange ea rn ings a nd outgo forms part
of this report as Annexure-A.

CHANGE IN NATURE OF BUSINESS

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024a pp rovi hg the Scheme of Arrangement ("Sc heme") form i ng part of t his Rcso I ut i on PI a n. f o r t he me rger of
the M/s Axis Solution Private Limited ("Transferor Company''¹) into Asya Infasoft Limited ("Transferee
Company").

Pursuant to the Scheme of Arrangement, the Company''s object have been altered to include object of the
Transferor Company and pursuant to the same the additional activities will be carried out by the company

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATE M E NT R E LAXES AN D T HE DATE O F TH E R EFORT:

Th e fa I lowi ng m ate rial cha nges a nd commitments t h at oecu rr ed after the c losure of financial yea r ti 11 the d ate
of report, which may affect the financial position of th e Company:

The Hon''ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP[IB)/268/NCLT/AHM/2G22 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Inf050ft Limited approving
the resolution plan submitted by Mr. Bijal Dineshehandra Sanghvi in consortium with M/s, Axis Solutions
P rivate L i m i ted (" Resol ut i on Appl i ca nt{s)”).

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (ATI (Insolvency) No. 1475 of
2024 a pp rovl ng the Scheme of Arrangement (" Sc h e me") form i ng part of t his Reso I ut i on PI a n, f 0 r t lie me rge r of
the M/s Axis Solution Private Limited ("Transferor Company") into Asya fnfdsoft Limited ("Transferee
Company"), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axi s So I lit) on Pri vate Lim ited {“Tra nsferor C 0 m pa ny").

Key Changes pursuant to the Approved Resolution Plan:

1. Change of M a nage me nt ofthe Co m pa ny;

2. Extinguishment of Promoter Shareholding: Pursuant to the NCLT Approved Resolution Plan, the equity
shares held by the promoters and promoter group is cancelled effective from tiie record date i.e., 13th
Septe mber,2024. wi thout a ny payout:

3. Cancel la tiom of P u h I ic Shar eha I di ng:

95% of the equ ity s h a res he I d by the pu bl i c s h a r ehold ers as on t he record date
sta nds ca nee I led as per the N C LT 0 rde r, withou t an y payout, I n other wo rds

Canoe I lation of the enti re share ho I dl ng of the exi sting share ho I ders wi tho u t a ny pay m e nt of cons i derat ion
a nd re-issue of one (1) equity share of Rs, 10/- ea ch for eve ry 2 0 equ i ty shares of Rs. 10/- esc h he Id by th e
Public Shareh old ers on the Record d ate to b e an n ou need by the Co m pa ny,

4. Al lotme nt of Shares for I nf usion of Fund s:

Pursuant to the Resolution Plan, the Board of Directors of the Company at their meeting held on 19tli
September, 2024 alio ted 37,50,000 (Thirty Seven Lakhs Fifty Thousand) Equity shares of the Company of
Rs. 10/- each to the Resolution Applicant against the consideration of Rs. 3.75,00,000/- infused by the
Resolution Applicant

5. Allotment of shares for Merger pursuant to the Resolution Plan, the Board of Directors of the Company at
their meeting held on 1.9th September, 2024 allotted 3,98,22,200 equity shares to the sharehodlers of the
Axis So I ut i on Private Limited (Transfe ro r Company) as a cons! derati on to wa rd t h e m e rger of Axis So I ut ion
P rfvate Li m i ted i nto Asya I nfosoft Li mt i ed.

C hanges i n Constitut to n Doc uments pu rsu a nt th e NC LT Approved Re sol ut i 0 n PI a n:

GIST OF CHANGE IN THE CONSTITUTION DOCUMENTS as envisaged in the Approved Resolution PI an is
asunder:

1. Change in name of the Company and Alteration of Name Clause in the Memorandum of Association and
Articles of Asso elation of the Co m pa ny,

2. C h a rige i n the O bj ect Clause of t h e Me morand urn of Associ atio n of the Co m pa ny;

3. C h a nge i n t he Author i zed Share Capita I of the Comp a ny;

Rat iona le behi nd Me rger of Ax is So lution Private Li mited i nto Asya I nf o soft Li mited:

The Scheme of Arrangement involves the merger of the Transferor Company (Axis Solution Private Limited)
into M/s Asysa tnfosoft Limited (Corporate Debtor) ensure the continuity of the Corporate Debtor, which
preserves going concern valuation of the Corporate Debtor and also develops the market and generates
ad equ ate cas h flow as co m pa red to a n asset u nder I rq u idation. Othe r benefits f o r both com pa nles a re as und er:

1. HelptofacilitatetherevivalofM/s.AsyaEnfosoft Li m ited as a go! ng concern.

2. Amalgsmationwould enhance shareholdervalue of the company by way of improved financial position and
cash flows, increase assets base, and stronger consolidated revenue and profitability.

3. Combined entity wili help to undertake larger expansion strategies and to tap bigger opportunities in the
industry,

RISK MANAGEMENT

The B oard of your Co m pa ny h as adopted Risk M a nage me nt pi a rs to c reate a nd protect s h a rehol de rs va I ue to
the extent practically feasible by identifying and mitigating major operating, and external business risk,
C urrent ly t he board is responsi ble for review) ng the ris k management pi a n a nd e ns uri ng its effective ness. The
Company recogn izes t h at the emergi ng a nd ide ntif ied risks need to be managed a nd m itigated to (a) protect its
shareholders and other stakeholders'' interest; (b) achieve its business objectives; and (c) enable sustainable
growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and
Analysis Report, which forms pa rt of thi s Re po rt.

DETAILS OF POLICYDEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Roles, 2014, as amended, the Board of the Company has formed Corporate Social
Responsibility fCSR¹¹) Committee. The Policy on CSR is also hosted on the website of the company
https;//axi sirdia.i n/.

The Annual Report on CSR expenditures for the FY 2023-24 is annexed herewith and forms part of this report
asAnnexure-E

Details of Committee mem bers are as u ncter-

Sr. No.	Name of Members	Designation
1	PurviSanghvi	Chairman
2	Anand Shah	Member
3	Nlrali Parth Shah	Member

DIR ECTO RS'' R ES PO NS I Bl LITY ST ATEM E NT:-

P u rsu ant to the req ui rement 11 n der Sect i on 134 of t h e Act, the Dire ctors he relay conf i rm and state that:

1. in the preparation of the annual financial statements for the financial year ended March 31, 2024, the
applicable accounting standards had been followed and no material departures have been made for the
same;

2. they 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 ended on March 31,2024 and the loss of the Company for that
period:

3. they have Laken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguard mg the assets of the Company and for preventing
and detecting fraud and other irregularities;

4. they have prepared t he an rtua I accounts for the year end ed March 31,2024o n a going co ncem ba sis:

5. they have laid down internal financial controls and the same have been followed by the Company and that
such i nterna i fi na nci a I contra I s are ad eq u ate and we re operati ng effectively; a nd

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adeq uate an d ope rating effectively

CODEOFCONDUCT

The Company has formulated and laid down a Code of Conduct for the Board of Directors and Senior
Management of the Company which Is available at the Company''s website on All the Board Members and
Senior M anagem ent Perso n ne I h ave aff i rmed com pi ia nee wit h t h e Cpde.

The necessary declaration by the Chief Executive Officer as required under Regulation 34(3} read with
Sched ule V( D) of t he Listing Regu I at i ons, regard ing ad here n ce to the Code of Cbndnet h as not a ttached to the
this Annua I Report as during the year Com pany is u ndc r t ho I nsol verse y p roced u re a nd the powc r of t he Bo a rd
of Di recto rs we re su ppressed arid vest with R esoiutio n P rof essi ona I,

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRE55AL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 201 3 and the Rules made thereunder. The aim of the policy is to provide protection to
women emp I oyees at the workp I ace and prevent and redress co m plai n ts of sexua I harass ment and f o r matters
connected or incidental thereto, with the objective of providing a safe working environment, whore women
employees feel secure. AIL women employees (permanent, contractual, temporary, trainees) are covered
urid er the s a i d po I icy.

Your Company has complied with provisions relating to the constitution of Internal CompFaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to
red ress co m plai nts received 0 n sexual harassm ent.

N o comp I a Int was pend ing at the begi nn i ng of the yea rand none was rece ived du ring the year,

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 ("IHC") DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END
OF FINANCIAL YEAR:

1. The National Company Law Tribunal-Ahmedabad Bench, vide its order dated 17th May, 2023 in
CP(IB}/268/NCLT/AHM/2022 (Company Petition) admintted the application filed by Fiat Accord Fabric
Private Limited/ Financial Creditor under Section 7 of the Code and ordered Corporate insolvency
Resolution Process (ClRP) against the Corporate Debtor i.e, Asya Infosft Limited, further to which
moratorium was declared and and Mr, Sumit Rajnikant Mehta was appointed as the interim Resolution
Professional.

2. Consequently, the meeting of the Committee of Creditors was conducted on 16th June, 2023 aftergiving
d Lie notice to c reditors as per provisions of section 22 (l)of t h e the I n solvency a nd Ba nkru ptcy Code, 2016
and COC approved the appointment of Mr, Sumit Rajnikant Mehta as Resolution Professional In
accordance with section 22(2) of the I nso I vency& Bankruptcy Code, 2016. It isfurther submitted that the
C OC constituted on 16th Jure, 2023 was reconstit uted on 1st Jan nary. 2024 after recei pt of f u rther claim
from creditors asthe membersof COC

3. The COC byway erf e-voting approved the resolution plan submitted by Mr. Bijai DineshchandraSanghvi-
Lead Member and M/s A>?is Solution Private Limitecf-Member ("Resolution Applicant") with requisite
majority, in accordance with the provisions of Section 30(4) of the insolvency and Bankruptcy code 2016
("The Code"), subject to the approval of the said Resolution Plan by the Hon''ble National Company Law
Tin bu na!, Ahmedbb ad Behch. Th e sa id p I a n was tiled beta re t he Hon''b I e N C LT.

4. The Hon''ble NCLT, at the hearing held on 14th July, 2024 Pronounced Orders m CP IB Number
CP{IBJ/263/NCLT/AHM/2022 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited
approving the resolution plan submitted by Mr. Bijai Dines li Chandra Sanghvi in con sort! urn wit hM/s. Axis
Solutions Private Limited ("Resolu tion Appliesnt[s)"),

5. The Hon''ble NCLAT at the bearing held on 27th August,2024 orders in Company Appeal (ATH In solvency)
hlo. 1475 of 2024 approving the Scheme of Arrangement ("Scheme") forming part of this Resolution Plan,
for the merger of tiie M/s Axis Sol ution Private Limited ("Transferor Company") into ^sya Infosoft Li mited
("Transferee Company"), and consequent allotment of shares of the Transferee company to the
shareholders of the M/s Axis Solution Private Limited ("Transferor Company") and change of name of
T ransferee company asper the Scheme of the Arrangement forming part of this plan,

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL IN ST ITUTIO NS ALO NG WS T H T H E R E AS ONS THER EOF:

T!i e Co m pa ny has not ava iled any toa n f ro m a ny Ban k / Fin a n cia 11 nst i tu ti ons, d u ring the fi na nci a I year u n der
review. There was no instance of one-time settlement with any Bank or Financial Institutions during the
financial year under review,

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting Is required in respect of the following items as there were
no transactions on these matters during theyear under review:

1. The financial statements are prepared accordingly con si deringthefo I lowing

* Merger of Axis Solution Private Limited into Asya Infosoft Limited with effect from the Appointed
dated i.e., 1st April 2023

* The adjusters pursuant to the Resolution Plan are done wherever required.

2. The Company has not issued equity shares with differential voting rights as to dividend, voting or
otherwise, during the period under review.

3. The re h a$ been no f a ii u re in I m pie me ntat i on of a ny Corpora Le Actio n,

4. Receipt of any remuneration Of corn mission f rojtjany of Its su bsi d ia ry companies by the M a na gi ng Director
o r th e Whole time D irectors of the Com pa ny.

Th ere was no revi sio n of the pnevi ous yea r''s financial state merits du ri ng t h e f i n a n da I yea r und er review,

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report
(”MDAR^J'') as explained in a separate Section in this Report, describing the Company''s objectives, projections,
estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable
laWS and regulations. Actual results might differ materially from those either expressed or implied in the
statement de pe nd Ing on the ci rcu m stan ces,

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and
conf id ence in the management of t he Com pa ny and will a Iso li k e to pi ace on record the i r si ncere a ppreciation
f o r the continu etf co-ope rati o n, g u id a nee, su ppo rt a nd assistance exte n ded by o ur u sers, ban ke rs, custo mers,
Govern me nt & No n- Govern me lit Agen cies & var i ou s of her sta keh old ors.

You r Di recto rs also place on re co rd the i r a pp reciation of the vi tai contr i buti o n m ad e by e m ployees at a 11 levels
ind their u nstinted sup po rt, ha rd work, sol idarlty, cooperation and stel lar pe rf or mance during the year under
review.

Date>06,12.2024 For Asya Infnsoft LImited

Place:-Ahmedabad For & on Behalf of the Board of Directors

SdA Sd/-

BIJAL SANGHVI PurvlSanghvI

(DIN:019SB242) (DSN: 01932029)

Managing Director CEO and Executive Director

---

Mar 31, 2016

To,

The Members of Asya Infosoft Limited

The Directors have pleasure in presenting the 31^st Board''s Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

You being our valued partners in the Company for a long time, we share our vision of growth with you and our guiding principles are a blend of optimism which has been and will be the guiding force of all our future endeavors.

FINANCIAL HIGHLIGHTS (Rs. IN LACS)

Particulars	Standalone		consolidated
	2015-16	2014-2015	2015-16
Gross Income	77.51	22.21	3260.76
Profit Before Interest and Depreciation	50.71	10.92	298.00
Finance Charges	''—	-	58.29
Gross Profit	50.71	10.92	239.71
Provision for Depreciation	3.99	0.011	63.03
Net Profit Before Tax	46.72	10.91	176.69
Provision for Tax	8.92	(-2.52)	48.53
Net Profit After Tax (before deducting minority int.)	37.49	11.33	128.15
Minority interest	-	-	-42.72
Net profit after deducting minority interest	-	-	85.43

STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK

During the year, the Company has allotted 1,04,25,000 Equity Warrants to non -promoter group under the preferential issue as prescribed u/s 62 of the Companies Act , 2013 read with relevant Rules and in accordance with the SEBI (ICDR Regulations) as amended from time to at a minimum exercise price of Rs 22.75 (Rupees Twenty Two and Seventy Five Paise Only) (including a premium of Rs 12.75) per Equity Share or such other higher price as may be arrived at in accordance with the ICDR Regulations ("Issue Price").

As a part of the expansion program me & objective laid down in the Notice of preferential Issue, our company has acquired controlling interest in M/s. Ideal Systems Private Limited (ISPL) at 4^th May, 2015 by way of subscribing 14,53,120 Equity shares of Rs. 10/- each issued at a premium of Rs. 125/- and consequently, ISPL would be treated as subsidiary company of the Asya Infosoft limited now onwards.

we highly believe that the year of 2016-17 will bring us back in the IT industry as a key player & thereby we assure our investors that they will definitely regain the lost confidence with a positive impact shortly with the pace of the sector''s growth.

CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account.

AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors proposed to carry nil amounts to General Reserve Account CHANGES IN SHARE CAPITAL, IF ANY

Authorized capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company. INFORMATION ABOUT SUBSIDIARY COMPANY

During the year , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitutes 52.88% of paid up equity share capital.

The Company has formulated a policy for determining ''material'' subsidiaries pursuant to the provisions of the SEBI (Listing Obligations & Discloser Requirements) Regulations, 2015. The said policy is available at the Company website at the link http://www.sayait.com/Investors/Policies/policy for determining material subsidairy.pdf The consolidated financial statements presented by the Company include the financial information of its subsidiary prepared in compliance with applicable accounting standards. The salient features of Ideal Systems Pvt Ltd. in Form AOC-1 is attached along with Financial statements as required under section 129 (3) of the Companies Act, 2013 . ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.

MATERIAL CHANGES AND COMMITMENTS

Nil

MEETING OF THE BOARD & AUDIT COMMITTEE

The Board during the financial year 2015-16 met 7 times and Audit Committee met four times. All the recommendations made by the Audit Committee during the year were accepted by the Board. The details of the constitution and meetings of the Board and the Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As per the Section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Nomination and Remuneration Committee, details of which are provided in the Corporate Governance Report which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished hereunder as per Annexure-1.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees is furnished as per Annexure-2.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

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

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

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

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

DIRECTORS AND KMP

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Sandip R Shah ( DIN:-00912721) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Board has identified the following officials as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013:

1. Mr. Ketan N Shah- Managing Director and C.E.O.

2. Mr.Sandip R Shah- Non-executive Director & CFO (W.e.f -05-07-16)

3. Ms.Amisha R Gandhi- Company Secretary (w.e.f. 26.06.2015)

INDEPENDENT DIRECTORS AND DECLARATION

Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company.

Further, Mrs Dimple T pandya (DIN 07143532) has also been appointed as an Non-executive Independent women Directors of the Company for a term up to 5 as on 31/3/2015.

AUDITORS AND REPORT THEREON

M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmadabad retires at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 33^rdAGM.

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmadabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

The Secretarial Audit Report for the financial year ended, 31st March, 2016 is annexed herewith in Annexure -3 for your kind perusal.

DEPOSITS

The company has not accepted any deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

Except the following investments made in the subsidiary Company, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

INSURANCE

All Inventories including Machinery is adequately insured.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis forms part of this Annual Report & is annexed to the Board''s Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Investment has been made to materially significant related party by the Company which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. As there are no specific transactions as mentioned u/s 188 of the companies Act,2013 entered into with Subsidiary company, Form - AOC-2 is not required to attach herewith.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link http://www.sayait.com/Investors/Policies/ Policy%20on%20Related%20Party%20Transactions.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of energy

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable..

B. Technology absorption

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Board is also periodically informed of the business risks and the actions taken to manage them. The Company is not required to formulate a policy for Risk management as such but Periodic assessments to identify the risk areas are carried out and management has briefed out on the risks in advance to enable the company to control risk through a properly defined plan with the following objectives:

- Provide an overview of the principles of risk management

- Explain approach adopted by the Company for risk management

- Define the organizational structure for effective risk management

- Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

- Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company''s human, physical and financial assets.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid up share capital doesn''t exceed Rs. 10 Crore.

The Company has decided to maintain and adhere to the Corporate Governance requirements set out by SEBI voluntarily. The Report on Corporate Governance along with requisite Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is annexed to this Report.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013 The Company has implemented a Whistle Blower Policy, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy are available on Company''s website

To Refer Click on http://www.sayait.com/Investors/Policies/Vigil%20mechanism%20Policy%20.pdf

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual harassment during the financial year 2015-16.

INTERNAL CONTROL SYSTEM

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial control is in place commensurate with the size of the Company EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.

EQUITY CAPITAL

1.) BUY BACK OF SECURITIES

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

2.) SWEAT EQUITY

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

3.) BONUS SHARES

No Bonus Shares were issued during the year under review.

4.) EMPLOYEES STOCK OPTION PLAN

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

5.) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any equity shares with differential voting rights.

SHARES IN SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil

MATERIAL VARIATIONS

The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.

CODE OF CONDUCT

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company''s operation in future.

ACKNOWLEDGEMENT

The Board places on record their appreciation of the support of all stakeholders.

Date : 14/08/2016 For and on behalf of the Board

Place : Ahmadabad

Registered office:

H.N. House C-4th Floor, Mr. Ketan Shah

(Nidhi Complex), Stadium 5 Roads, Chairman

Navrangpura, Ahmedabad - 380009 (DIN: 00913411),

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Particulars 2014-2015 2013-14

Gross Income 22.21 20.85

Profit Before Interest and Depreciation 10.92 10.01

Finance Charges 0 0

Gross Profit 10.92 10.01

Depreciation 0.010 0

Net Profit Before Tax 10.91 10.01

Tax Expenses -0.418 1.91

Net Profit After Tax 11.32 8.10

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

As a part of the expansion programme, our company is proposing to acquire controlling interest in M/s. Ideal Systems Private Limited and consequently Authorised capital of the company has been increased to Rs.17,00,00,000/ (Rupees Seventeen Crore Only) divided into 1,70,00,000 (One Crore seventy lacs) Equity Shares of Rs.10/ (Rupees Ten Only) each by creation of additional Equity Share Capital of Rs. 7,00,00,000/ (Rupees Seven Crore Only) divided into 70,00,000.(Seventy Lacs Only) Equity Shares of Rs.10/ (Rupees Ten Only) each to rank pari passu with the existing Equity Shares of the Company.

The very objective of the proposed preferential allotment of Equity Warrants is to utilize proceeds to acquire and/or takeover Ideal Systems Pvt. Ltd., and/or other Body Corporates engaged in same line of activities and to augment shot term as well as long term resources of the company and for general corporate purposes.

CHANGE IN NATURE OF BUSINESS, IF ANY :

Your Company continues to operate in same business segment as that of previous year and there is no change in the nature of the business.

DIVIDEND :

In order to conserve the resources of the Company, the Board of directors has not recommended any dividend for current year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND :

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there is no amount lying in unpaid dividend account.

AMOUNTS TRANSFERRED TO RESERVES :

The Board of Directors proposed to carry nil amounts to General Reserve Account

CHANGES IN SHARE CAPITAL, IF ANY :

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY :

After the closure of financial year ended on 31st march ,2015 , Company has acquired 1453120 equity shares of Rs. 10/each at a premium of Rs.125/-each of Ideal Systems Private Limited (ISPL) which constitutes 61.58 % of issued and subscribed capital& company has paid Rs. 7 towards the face value of the shares which constitues 52.88% of paid up equity share capital.

ISPL is engaged in the same line of activities and acquisition is made with a sole object of augmenting short term as well as long term resources of the Company for general corporate purposes.

MATERIAL CHANGES AND COMMITMENTS :

Consequent to the EGM held on 25th March 2015, the company allotted 10425000 equity warrants to the non promoter group on 1st may, 2015 & subsequently the consent of the Board of Directors of the Company is hereby accorded to allot 16,70,000 equity shares of Rs.10/ - each at a premium of Rs.12.75/- per share on June 26th , 2015, upon conversion of 16,70,000 equity Warrants into Equity Shares. Apart from that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statement relate and on the date of this report.

MEETINGS OF THE BOARD OF DIRECTORS :

During the Financial Year 2014-15, the Company held 12 (twelve) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

SN. Date of Meeting Board Strength No. of Directors Present

1 23/05/2014 5 2

2 13/08/2014 5 2

3 25/09/2014 5 2

4 14/10/2014 5 2

5 25/10/2014 5 2

6. 02/12/2014 5 2

7. 18/12/2014 5 2

8. 27/12/2014 5 2

9. 13/02/2015 5 2

10. 27/02/2015 5 2

11 12/03/2015 5 2

12. 31/03/2015 6 3

AUDIT COMMITTEE :

The role of the Audit Committee is in accordance with the Section 177 of the Companies Act, 2013 which shall include the following:

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) The 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 them.

4) Reviewing, with the management, the annual financial statements 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) Compliance with listing and other legal requirements relating to financial statements

e) Disclosure of any related party transactions

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

6) Review and monitor the auditor's independence and performance and effectiveness of audit process.

7) Evaluation of internal financial controls and risk management systems.

8) Reviewing the adequacy of internal audit function and frequency of internal audit.

9) Discussion with internal auditors any significant findings and follow up there on

10) To oversee the vigil mechanism and review the functioning of the whistle blower policy

11) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

The company's Audit Committee comprised of three non executive directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition and participation of the member at the meeting of audit committee.

Name of director Designation No of meetings attended

Shri Maheshbhai B Modi Chairman 4

Shri Ashokkumar R Patel Member 4

Shri Sandip Shah Member 4

NOMINATION AND REMUNERATION COMMITTEE :

As per the section 178 (1) of the Companies Act, 2013 the Company has constituted Nomination And Remuneration Committee, details of which are given in Corporate Governance report which forms part of annual report.

RATIO OF REMUNERATION TO EACH DIRECTOR :

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is nil.

STAKEHOLDER RELATIONSHIP COMMITTEE :

The terms of reference of the Committee include reviewing and redressing complaints from shareholders such as non-receipt of annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all matters connected with transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of securities; to oversee the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services; and to perform any other function, duty as stipulated by the Companies Act, Securities & Exchange Board of India, Stock Exchanges and any other regulatory authority or under any applicable laws, as amended from time to time.

Committee met four times during FY 2014-15 i.e. 23/05/2014, 13/08/2014, 14/10/2014 and 13/02/2015 .The Composition of the Stakeholders Relationship Committee and details of Members participation at the Meetings of the Committee are as under :

Name Position No of meetings attended

Shri Maheshbhai Patel Chairman, NED 4

Shri Ashokkumar R Patel Member 4

Shri Sandip Shah Member 4

In addition, Details of Shareholders' Complaints received during the year are as follows :

Particulars No. of Complaints

Investor complaints pending as at April 1, 2014 0

Investor complaints received during the year ended on March 31, 2015 0

Investor complaints resolved during the year ended March 31, 2015 0

Investor complaints pending as on March 31, 2015 0

Share transfer committee :

The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Ketan Shah and Shri Sandip Shah. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of equity shares as submitted by Bigshare Services Pvt.Ltd., the Registrar & Transfer Agent of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

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

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

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

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

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

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

DIRECTORS AND KMP :

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Ketan N.Shah (DIN-: 00913411) would retire by rotation at the ensuing AGM and being eligible, offers himself for reappointment. During the current financial year the following changes have occurred in the constitution of directors of the company:

SN. Name Designation Date of appointment

1 Mrs Dimple Pandya Additional director 31/03/2015

Mrs Dimple Pandya holds the position till this AGM. The Board has issued the notice for her reappointment and recommends her resolution for the approval of the shareholders at AGM.

INDEPENDENT DIRECTORS AND DECLARATION :

Shri Maheshbhai B Modi, Shri Ashokkumar R Patel , Shri Chintubhai P Shah have been appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 on 29/09/2014 for a term of 5 (Five) consecutive years on the Board of the Company. It is also proposed to appoint Mrs Dimple T pandya (DIN 07143532) as an Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting.

The Board of Directors of the Company hereby confirms that the Independent director duly appointed by the Company has given the declaration and she met the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS AND REPORT THEREON :

M/s Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of two years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 32nd AGM.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

SECRETARIAL AUDIT REPORT :

The Company has appointed M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct audit under section 204 of the Companies Act, 2013.

There are qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation.

SN. Remarks Explanation

1 violations of sub section (7) of The company has not charged section 186 of the Companies Act, any interest as the projects 2013 are under execution.

2 violations of section 203 of the The size of the company does companies Act, 2013 Appointment of not offer professional any Company secretary & Chief financial carrier goal therefore the officer company could not recruit company secretary.

The Secretarial Audit Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal.

DEPOSITS :

The company has not accepted any deposits during the year

LOANS, GUARANTEES AND INVESTMENTS :

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

RELATED PARTY TRANSACTIONS :

The Company has entered into any Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Annexure 1 AOC 2 has been enclosed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

A. Conservation of energy :

a) The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

B. Technology absorption :

There is no research and development activity carried out by the Company.

C. Foreign exchange earnings and Outgo :

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT :

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

* Provide an overview of the principles of risk management

* Explain approach adopted by the Company for risk management

* Define the organizational structure for effective risk management

* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

* Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

CORPORATE SOCIAL RESPONSIBILITY :

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility

Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

ANNUAL EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

VIGIL MECHANISM :

As per Section 177(9) and (10) of the Companies Act, 2013, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

INTERNAL CONTROL SYSTEM :

The Company has in place, adequate systems of Internal Control to ensure compliance with policies and procedures. It is being constantly assessed and strengthened with new / revised standard operating procedures and tighter Information Technology controls. Internal audits of the Company are regularly carried out to review the Internal Control Systems.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

Internal financial control is in place commensurate with the size of the Company.

EXTRACT OF ANNUAL RETURN :

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2 herewith for your kind perusal and information.

SHARES:

BUY BACK OF SECURITIES :

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

SWEAT EQUITY :

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

BONUS SHARES :

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN :

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

SHARES IN SUSPENSE ACCOUNT :

i. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

ii. Number of shareholders who approached issuer for transfer of shares from suspense account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from suspense account during the year: Not Applicable

iv. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

v. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable SHARES IN UNCLAIMED SUSPENSE ACCOUNT :

i. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year Nil

ii. Number of shareholders who approached the issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable

iii. Number of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable

iv. Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year: Nil MATERIAL VARIATIONS :

The company made public issue in the year 1985 hence variations between the projections & actual performance are not relevant as on date.

CODE OF CONDUCT :

The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

No orders were passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT :

The Board places on record their appreciation of the support of all stakeholders.

Date : 14/08/2015 For and on behalf of the Board Place : Ahmedabad

Mr. Ketan Shah Chairman Registered office : (DIN: 00913411) H.N. House C-4th Floor, (Nidhi Complex), Stadium 5 Roads, Navrangpura, Ahmedabad - 380009.

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 29th (Twenty Ninth) Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

SUMMARY OF THE FINANCIAL RESULTS:

[Rs. In lacs]

2013-2014 2012-2013

Gross Income 20.85 19.54

Depreciation 0.00 0.00

Profit/Loss after Depreciation 10.01 7.17

Tax- Current 1.91 1.37

Deferred 3.63 3.63

Profit/loss after tax 8.10 5.80

PERFORMANCE:

Net Revenue from Operations for the year ended March 31, 2014 was at Rs. 20.85 Lacs

Profit before tax for the year was at Rs 10.01 Lacs representing an increase of 39.61% per cent over the previous year.

APPROPRIATIONS:

DIVIDEND:

The Board does not recommend any dividend for the financial year 2013-14.

TRANSFER TO RESERVES:

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 8.10 Lacs has retained in the profit and loss account.

LISTING OF SHARES:

The Company''s share continues to remain listed with the Bombay Stock Exchange

CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Bombay Stock Exchange Limited.

A certificate of compliance from M/s Pinakin Shah & Co., Ahmedabad, a practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report.

DIRECTORS:

Shri Sandip R. Shah (DIN-00912721) retires at the 29th the Annual General Meeting and has offered himself for re-appointment.

It is also proposed to appoint Shri Maheshbhai Modi (DIN 00031523), Shri Chintubhai P. Shah (DIN 00041880) and Shri Ashok kumar R. Patel (DIN 02993352), as Independent Directors of the Company for a term up to 5 years, at the forthcoming Annual General Meeting. Necessary Resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing Annual General Meeting and details of the proposal for appointment are mentioned in the explanatory statement to the Notice.

STATUTORY DISCLOSURES:

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report on Board of Directors) Rules 1988:

Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PERSONNEL:

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011 is Nil.

CODE OF CONDUCT:

The code of conduct for all Board members and senior management of the Company has been laid down and is being complied in words and spirit. The declaration on compliance of code of conduct signed by CEO of the Company is included as a part of this annual report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2014 and of the profit of the Company for the year ended March 31, 2014;

(c) Proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis.

CASH FLOW:

A Cash Flow statement for the year ended 31st March, 2014 is attached to the Balance Sheet.

AUDITORS:

M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, [Membership No: 046553] were appointed as the statutory auditors of the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on 30/09/2014. M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad [Membership No. 046553] have been the Auditors of the Company since 2008 and have completed a term of 6 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and has also provided a period of three years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad [Membership No: 046553], being eligible for re- appointment, offer themselves for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors proposes their reappointment as the statutory auditors of the Company. However they will eligible for reappointment for a maximum period of four years to hold office from the conclusion of this Annual General Meeting.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits from public.

INSURANCE :

The Company''s assets are adequately insured against major risks

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis has been reviewed by the Audit Committee and the same forms a part of the Annual Report.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by employees to the sustained satisfactory business performance during the period under review. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, and business partners, all of whom have contributed to the Company''s success.

Place : Ahmedabad For and on behalf of the Board Date : 13/08/2014

Registered Office: H. N. House, 4th floor, Nidhi Complex, Ketan Shah Navrangpura, Ahmedabad- 380009 Managing Director

---

Mar 31, 2013

To, The Members of ASYA Infrastructure and Tourism Corporation Limited

The Directors present herewith 28th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2013.

FINANCIAL RESULTS : [Rs. In lacs]

2012-2013 2011-2012

Gross Income 9.54 28.84

Profit/[Loss] before Depreciation & Tax 7.17 [24.61]

Depreciation 0 0.57

Profit/[Loss] after Depreciation 7.17 [25.19]

Extraordinary Item 0 [64.37]

Tax- Current 37 0

Deferred 0 0.19

Profit/[loss] after tax 5.80 [89.37]

OPERATIONS :

The Company has earned Rs 5.99 lacs as a service income and Rs 13.55 lacs as other operating income. The profit of the Company is Rs. 5.80 lacs against loss of Rs 89.37 lacs in the previous year.

APPROPRIATIONS :

DIVIDEND :

The Board does not recommended any dividend for current year

TRANSFER TO RESERVES :

According to Companies (Transfer of Profits to Reserves) Rules, 1975, your Company is not mandatorily required to transfer certain minimum percentage of profits to general reserve and hence the Board has recommended a transfer of Rs. Nil to the general reserve and an amount of Rs. 5.80 lacs has retained in the profit and loss account.

LISTING OF SHARES :

The Company''s share continues to remain listed with the Bombay Stock Exchange.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors'' certificate of its compliance is included as part of the annual report.

DIRECTORS :

The clause 153 of Articles of Association of the Company provides that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Chintubhai P. Shah and Shri Mahesh B. Modi will retire by rotation and being eligible, offer themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

STATUTORY DISCLOSURES :

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption are not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review

PARTICULARS OF EMPLOYEES :

The information as required under Section 217(2A) of the Companies Act.1956 read with Companies (particulars of employees'' amendment) Rules, 1988 as amended from time to time is nil.

MANAGEMENT DISCUSSION & ANALYSIS :

Management Discussion and Analysis have been reviewed by the Audit Committee and the same is forming a part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to sub-Section (2AA) of Section 217 of Companies Act''1956 the Board of Directors of the Company hereby State and confirm that:

- in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the company for that period;

- the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW :

A Cash Flow statement for the year ended March 31, 2013 is attached to the Balance Sheet.

AUDITORS AND AUDITORS'' REPORT :

The retiring Auditor M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, has indicated their willingness to continue as auditor of the Company. It is proposed to reappoint M/s Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad, as auditors of the Company till the conclusion of the 29th Annual General Meeting. The Company has received certificate from auditor to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1B) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public.

ACKNOWLEDGEMENTS :

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & shareholders.



By Order of the Board of Directors

Date : 25/07/2013 Ketan Shah Sandip Shah

Regd. Office: Managing Director Director

H. N. House, 4th floor,

Nidhi Complex,

Navrangpura,

Ahmedabad - 380009.

---

Mar 31, 2011

The Directors present herewith 26th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2011.

FINANCIAL RESULTS [Rs. In lacs]

2010-11 2009-10

Total income 56.89 34.33

Profit before tax (8.58) 03.24

Provision for tax 00 00.81

Profit after tax (8.58) 02.43

Net profit carried forward 0.13 8.89

OPERATIONAL REVIEW

Your company has earned an income of Rs.53.79 lacs from operations. It has initiated steps to explore business opportunities in tourism sector. The company is operating in one segment i.e. Development of Tourism and infrastructure and therefore working of the Company, reflects the performance of the said segment only.

MANAGEMENT DISCUSSION & ANALYSIS

INDUSTRY STRUCTURE

Indian Tourism offers a potpourri of different cultures, traditions, festivals, and places of interest. The company would not like to comment much on industry structure due to lower level of operations.

OPPORTUNITIES

The factors for the growth will be:

1 Increase in the general income level of the populace

2 Rapid growth of the Indian economy

RISK & CONCERNS

1 Issues regarding security and harassment

2 Lack of passionate and trained professionals

Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company's operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors' certificate of its compliance is included as part of the annual report.

DIRECTORS

The clause 146 read with clause 170 of Articles of Association of the Company provide that at least two-thirds of our Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for re-election.

Shri Pradipsinh Zala and Shri Kantilal R. Patel, Directors will retire by rotation and being eligible, offers themselves for reappointment. The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as Director and/or the Chairman/Membership of Committees of the Board, are provided in the Notice of the ensuing Annual General Meeting.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report.

STATUTORY DISCLOSURES:

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988: Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible. The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees' amendment) Rules, 1988 as amended from time to time is nil.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-Section (2AA) of Section 217 of Companies Act'1956 the Board of Directors of the Company hereby State and confirm that:

1. in preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently 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 end of the financial year and of the profit or loss of the company for that period;

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

4. The Directors had prepared the annual accounts on a going concern basis.

CASH FLOW

A Cash Flow statement for the year ended March 31, 2011 is attached to the Balance Sheet.

AUDITORS AND AUDITORS' REPORT

The Auditors' M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f 05/ 07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for appointment for the year 2011-2012. The Company has received certificate from the Auditors' to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1 -B) of the Companies Act, 1956.

The notes at schedule 16 are self-explanatory and do not require further clarifications.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

INSURANCE

The Company's assets are adequately insured against major risks.

ACKNOWLEDGEMENTS

The Board expresses their appreciation for continued co-operation and support extended to the Company by bankers, employees & shareholders.

For and on behalf of the Board of Directors

Date : 26/08/2011 sd/-

Regd. Office : N.D.RANA 12, Harivilla Co-operative Housing Society, Chairman & Managing Director B/h. Krushnanagar Near Parshwanath Township, Nava Naroda, Ahmedabad - 382346

---

Mar 31, 2010

The Directors present herewith 25th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2010.

FINANCIAL RESULTS [Rs. In lacs]

2009-10 2008-09

Total income 34.33 43.90

Profit before tax 03.24 (4.09) Provision for tax 00.81 0.00

Profit after tax 02.43 (4.31)

Net profit carried forward 8.89 6.67

OPERATIONS

Your company has earned an income of Rs. 28.32 lacs from operations. It has initiated steps to explore business opportunities in tourism sector. The company is operating in one segment i.e. Development of Tourism and infrastructure and therefore working of the Company, reflects the performance of the said segment only. MANAGEMENT DISCUSSION & Ah ALYSIS INDUSTRY STRUCTURE

The Tourism sector of Indian economy is at present experiencing a huge growth. The Tourism sector of Indian economy has become one of the major industrial sectors under the Indian economy. The tourism industry earns foreign exchanges worth Rs. 21,828 crore. Previous year the growth rate of the tourism sector of Indian economy was recorded as 17.3%. Indian Tourism offers a potpourri of different cultures, traditions, festivals, and places of interest. There are a lot of options for the tourists. India is a country with rich cultural and traditional diversity. This aspect is even reflected in its tourism. The different parts of the country offer wide variety of interesting places to visit. While the international tourism is experiencing a decelerated growth, the Indian counter- part is not affected.

REGULATORY FRAMEWORK

The industry is required to comply with a number of regulations related to the governing employee relationships, multiple licences, permits and authorisations, including local land-use permits, building and zoning permits, environmental, health and safety permits and liquor licences.

¦ OPPORTUNITIES

The travel and tourism demand in India has increased at a compound annual growth rate (CAGR) of 16.4 per cent between 2004 and 2009, to reach US$ 91.7 billion (INR 4,412.7 billion). The travel and tourism demand is expected to reach US$ 266.1 billion (INR 14,601.7 billion) by 2019. The factors for the growth of the Tourism sector will be:

- Increase in the general income level of the populace

- Aggressive advertisement campaigns on the tourist destinations

- Rapid growth of the Indian economy RISK & CONCERNS

- Poor transportation

- Lack of sound marketing and promotion strategies

- Poor maintenance of heritages

- Issues regarding security and harassment

- Lack of passionate and trained professionals Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial state- ments and other data. Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Companys operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report. DIRECTORS

Mr.Jaydeepsinh Vaghela and Mr. R D Zala, Directors of the company retire by rotation at the ensuing 25th Annual General Meeting and being eligible, offer themselves for reappointment. CODE OF CONDUCT The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report. AUDITORS AND AUDITORS REPORT:

The Auditors M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad have informed that the firm was demerged w.e.f. 05/ 07/2010 & the new name of the firm is Jeevan Jagetiya & Co. and holds office until the conclusion of the ensuing Annual General Meeting and is recommended for appointment for the year 2010-2011. The Company has received certificate from the demerged form to the effect that the reappointment if made, would be within prescribed limit under Section 224 (1-B) of the Companies Act, 1956. The notes on accounts are self-explanatory and do not require further clarifications.

DEPOSITS

The Company has not received or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of accounts the applicable accounting standards have been followed.

2. The Company has selected such accounting policies and applied them consistently and made judgments and esti mates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of 31st March, 2010 and of the profit and loss account for the year ended on that date.

3. Proper and sufficient care has been taken 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 any frauds and other irregularities.

4. The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

FOR AND ON BEHALF OF THE BOARD

Date : 31/07/2010 sd/

Regd. Office : N.D.RANA

12, Harivilla Co-operative Housing Society, Chairman & Managing

B/h. Krushnanagar

Near Parshwanath Township,

Nava Naroda, Ahmedabad - 382346

---

Mar 31, 2009

The Directors present herewith 24th Annual Report together with the Audited Statements of Accounts for the period ended 31st March, 2009.

FINANCIAL RESULTS

[Rs. In lacs]

2008-09 2007-08 Total income 43.90 23.82

Profit before tax (4.09) 00.42

Provision for tax 0.00 00.60

Profit after tax (4.31) (00.18)

Reserve and surplus 36.85 40.82

DIVIDEND

In view of the inadequate profits, the Board does not recommend any dividend for the year ended 31.3.2009.

MANAGEMENT DISCUSSION & ANALYSIS

At present, your Company is not pursuing any of its main objects and hence the Board has not commented upon Industry Structure & Development, Opportunities & Threats, Future Outlook, and Risk & Concerns.

SEGMENT WISE PERFORMANCE

At present, the Company is operating only in one segment i.e. namely development of Tourism and infrastructure and therefore the segment reporting and performance standard is not applicable to the Company. The total working of the Company, therefore, reflects the performance of this single segment only.

OPERATIONAL REVIEW AND FUTURE OUTLOOK

The company has shown a good start of its shuttered operations of last year and has earned a handful amount of Rs.37.32 lacs from operations this year as compared to Rs. 0.00 in the previous year.

Internal Control Systems & their Adequacy

The company has proper & adequate system of their internal controls proportionate to its size and business. The internal control systems of the company are designed to ensure that the financial and other records are reliable for preparing financial statements and other data.

Cautionary Statement

The Management Discussion & Analysis Report may contain certain statement that might be considered forward looking within the meaning of applicable securities, laws and regulations. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Companys operations such as Government policies, tax laws, political and economic development.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the listing agreement, a report on corporate governance along with auditors certificate of its compliance is included as part of the annual report.

DIRECTORS

Mr. Kantibhai Patel and Mr. Pradeepsinh Zala , Directors of the company retires by rotation at the ensuing 24th Annual General Meeting and being eligible, offer themselves for reappointment.

CODE OF CONDUCT

The code of conduct for all board members and senior management of the company has been laid down and is being complied in words and sprit. The declaration on compliance of code of conduct signed by Chairman & Managing Director of the Company is included as apart of this annual report.

AUDITORS AND AUDITORS REPORT:

The Auditors M/s Jagetiya and Gurbani, Chartered Accountants, Ahmedabad holds office until the conclusion of the ensuing Annual General Meeting and is recommended for reappointment for the year 2009-2010. The Company has received certificate from the Auditors to the effect that the reappointment if made, would be within prescribed limit under Section 224 (l-B) of the Companies Act, 1956.

The notes on accounts are self-explanatory and do not require further clarifications.

DEPOSITS

The Company has not received or accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217[2AA] of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of accounts the applicable accounting standards have been followed.

2. The Company has 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 affairs of the Company at the end of 31st March, 2009 and of the profit and loss account for the year ended on that date.

3. Proper and sufficient care has been taken 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 any frauds and other irregularities.

4. The annual accounts for the year ended 31st March, 2009 have been prepared on a going concern basis.

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

Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

Part A and B pertaining to conservation and technology absorption is not applicable to the Company. However the Company endeavored to conserve energy consumption wherever feasible.

The Company has neither used nor earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act. 1956 read with Companies (particulars of employees amendment) Rules, 1988 as amended from time to time is nil.

FOR AND ON BEHALF OF THE BOARD

Ahmedabad N.D.RANA

25.08.2009 Chairman