PERFORMANCE

Total revenue was Rs 14824.00 Lacs for FY 2022-23 as compared to Rs 20723.59 Lacs for FY 2021-22 an decrease in revenue of 28.47%. EBITDA stood at Rs 3272.47 Lacs as compared to 1171.82 lacs during FY 2021-22 and Net Profit (Loss) after Tax stood at Rs 1727.51 Lacs for FY 2022-23 as compared to Rs (1454.78) Lacs for FY 2021-22.

SUBSIDIARY COMPANIES

During the year under review, the Company after obtaining approval of the shareholders has sold/ transferred and disposed off entire shareholding of the Company, together with its Wholly Owned Subsidiary, ASI Global Limited, held in Al Rawasi Rocks & Aggregate LLC, Fujairah, UAE (an indirect subsidiary Co.) in favour of INJAZ Capital Investment LLC, Dubai UAE;

During the year under review, ASI Global Ltd, a Wholly Owned Subsidiary of the Company has filed an application under section 309 (1) (d) of the Companies Act, 2001 (Mauritius) for removal of its name from the records of the Registrar of Companies

WINDPOWER

During the year under review, Company has Sold/Disposed of its Wind Power Units, together with land, situated at Beldhadi Village, Dist-Gadag, Hubli, Karnataka and Rameshwar Village, Khatav Tal, Dist-Satara, Maharashtra, due to change of wind pattern and increasing maintenance and other costs which have been adversely affecting the profitability.

DIVIDEND

The Board of Directors has recommended a dividend of Re.0.20 ( 20%) per equity share of Re.1/-each for the F. Y 2022-2023 payable to shareholders holding shares as on 22^nd September, 2023 i.e. record date.

SHARE CAPITAL

Authorized Share capital

The Authorized Share Capital of the Company stood at Rs. 28,45,00,000/- consist of 26,24,00,000 equity shares of Re.1/- each, 200000 Redeemable Preference Shares of Rs. 100/- each, 1000 12% Non-Cumulative Preference Shares of Rs. 100/-each and 200000 un classified shares of Rs.10/-each.

Paid Up Share Capital

The paid-up Equity Share Capital as at 31 ^st March, 2023 stood at Rs 900.75 Lacs. The Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the year ended 31 March, 2023.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2023 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31^st March, 2023. The Notes to the Financial Statements adequately cover the standalone Audited Statements and form an integral part of this Report.

FOREIGN SUBSIDIARIES CEASED TO EXIST

During the year under review, the Company after obtaining approval of the shareholders has sold/ transferred and disposed- off entire shareholding of the Company, together with its Wholly Owned Subsidiary, ASI Global Limited, held in Al Rawasi Rocks & Aggregate LLC, Fujairah, UAE ( JV/ subsidiary Co.).

Consequent to sale of shares held in Al Rawasi Rocks & Aggregate LLC, Fujairah, UAE , it was decide by the Management of the Company (ASIL) to voluntarily liquidate ASI Global Ltd (ASIGL) a Wholly Owned Subsidiary of the Company, since it has ceased

to carry on business, accordingly ASIGL filed an application under section 309 (1) (d) of the Companies Act, 2001 (Mauritius) for removal of its name from the records of the Registrar of Companies. In this regard, ASIGL has discharged all its liabilities to all its known creditors and has distributed its surplus assets in accordance with its Constitution and the Companies Act 2001 (Mauritius). The process of liquidation has commenced in Mauritius in accordance with the applicable laws.

MATERIAL SUBSIDIARY

There is no material subsidiary of the company as on 31^st March, 2023. However, still the Policy of determining material subsidiary has been uploaded on the Company's website at http://www. asigroup.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act is available on the Company's website viz. http://www.asigroup.co.in

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Ms. Anita Jatia, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Ms. Anita Jatia has been given in the Notice convening the Annual General Meeting.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs at Manesar (‘MCA?) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. Further all the Independent Director have served for more than three years on board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2022-23 forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. Deepak Jatia- Chairman and Managing Director, Mr. Tushya Jatia, Whole-time Director, Ms. Anita Jatia, Whole-time Director, Mr. Pavan Soni- Chief Financial Officer and Mr. Manish Kakrai- Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review, Mr. Manoj Jain- Company Secretary resigned w.e.f 08/10/2022 , Mr. Manish Prakash Kakrai was appointed as Company Secretary of the company w.e.f. 07/11/2022 and Mr. S R Soni resigned as Chief Executive Officer of the company w.e.f. 31/03/2023. No other person were appointed/ceased as Key Managerial Personnel of the Company during the year under review.

COMMITTEES OF THE BOARD

The Board of Directors have Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS INDIVIDUAL MEMBERS, AND ITS COMMITTEES

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board its Committees, and Individual Directors. This was in line with the requirements of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson's evaluation included leadership style and conduct of Board Meetings.

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at http://www.asigroup.co.in

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at http:// www.asigroup.co.in

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link http://www.asigroup. co.in . None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

CREDIT RATING

At the request of the Company, vide email dated 08th December, 2022 INFOMERICS VALUATION AND RATING PRIVATE LIMITED (IVR), Credit rating agency has withdrawn credit rating assigned to Bank loan facilities of ASI Industries Limited as borrowings of the company has been reduced drastically and company no longer requires credit rating for borrowing facilities enjoyed by the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

• In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

• The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2023 and of the loss of your Company for the year ended on that date;

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

• the Directors have prepared annual accounts on a 'going concern' basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS

(a) STATUTORY AUDITOR

M/s B.L.Ajmera & Co., Chartered Accountants, Jaipur (FRN- 001100C) was appointed as Statutory Auditor of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on 30^nd September, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process.

Further, 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 need no further explanation. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

(b) COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records. Accordingly, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the cost audit for the financial year ended 31^st March, 2023. The Company has maintained Cost Record as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year ended 31^st March, 2024.

(C) SECRETERIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & Associates, Company Secretaries, as Secretarial Auditors of the Company in relation to the financial year 2023-24. The Company has received their consent for such appointment. The Secretarial Audit Report for the year 2022-23 is attached as Annexure-"A".

There is no secretarial audit qualification for the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s L.B.Jha & Co Chartered Accountants, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company's CSR Policy in respect of Corporate Social Responsibility activity, a separate Report on CSR activities is attached as Annexure "B" to this Report. The CSR Policy has been posted on the website of the Company at http://www.asigroup.co.in also refer Note No. 29(b) notes to accounts of standalone financial statement for CSR Expenditure.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee has been set up in compliance with the said Act. During the year under review, no complaints pertaining to sexual harassment of women employees were reported to the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Central Government, after the completion of seven years. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority, accordingly the Company has transferred unclaimed and unpaid dividend. Further, the corresponding shares were also transferred to the IEPF Authority as per the requirements of IEPF Rules, details of which are provided on Company's website at http://www. asigroup.co.in.

DEPOSIT

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder, during the year under review. This does not include advances against supply of goods within a period of 365 days from the date of acceptance of such advance or any other amount received not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:

Voting rights on these 4,61,726 shares shall remain frozen till the rightful owner of such shares claims the shares. Shareholders may get in touch with the Company/RTA for any further information in this matter.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure "C" and forms an integral part of this Report.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure "'D" and forms an integral part of this Report. '

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure "D" and forms an integral part of this report.

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the that drawn by the Managing Director or Whole Time Director or Manager.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORT ON PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE

Even though company has sold its subsidiaries pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of liquidated subsidiaries is given in Form AOC-1 which is attached as Annexure "E" and forms an integral part of this Report.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there is no application made or any proceeding pending under the Insolvency And Bankruptcy Code, 2016.

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

During the year under review, No one time settlement was taken place. Hence, the disclosure is not applicable.

ACKNOWLEDGEMENT