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a) Performance of the company & Future Outlook:

At Standalone level, the Income from Operations and other income stood at Rs. 26,271 lakhs and that the total expenses stood at Rs. 26,853 Lakhs which resulted into loss of Rs. 701.12 Lakhs During the Financial Year, the Company's operating and development expenses exceeded its revenues which led to negaive bottomline. However, the Company is actualy working towards augmenting its revenues.

At Consolidated level, the Income from Operations and other income stood at Rs. 1,91,697 Lakhs as against Rs.1,37,344 Lakhs for the previous financial year ended 31^st March, 2022 and that total expenses stood at Rs. 1,79,517 Lakhs which resulted into Net profit. As compared to the previous financial year, on a consolidated basis, the Company's total revenue in FY 2022-23 increased by 40 %, whereas the Profit After Tax for FY 2022-23 was Rs. 10,973 Lakhs versus a profit Rs. 8,653 Lakhs in the previous financial year. The net increase in profit after tax is approximately 27%. All business segments of the company have largely performed well resulting in higher revenues and profits for the company on a consolidated basis.

The outlook for FY 2023-24 is set to be positive on account of two more Bauxite mines becoming operational in Guinea from the second half of the financial year, which would enable the company to export higher volumes.

The Company shall continue its constant endeavour to move up the value chain by introducing a new line of animal feed products which are value-added from quality Bentonite. Furthermore, the Company's Kaolin products are consolidating its position in the overseas market making up for the supply that has been lost because of the turmoil in Ukraine.

2. SIGNIFICANT EVENTS DURING THE FY 2022-23 AND TILL THE DATE OF REPORT: A) Allotment of Warrants to Mr Manan Shah & M/S Ashapura Industrial Finance Limited:

The Company has issued & allotted 40,40,000 Convertible Warrants @ Rs. 95.96 per Warrant, Convertible into Equity Shares of Rs. 2 each to Mr Manan Shah & M/s Ashapura Industrial Finance Limited on 14^th February, 2023. Consequently, the corporate action was executed and the warrants were credited to the allottees on 9^th March, 2023. The said warrants were issued with an option to convert it to equity.

Brief Particulars of the issue are given below:

B) Increase in the limits for extending loans, making investments and providing guarantees or security under section 186 of the Companies Act, 2013:

The Company, in order to support & supplement ongoing and/or future financial and operational commitments/requirements / exigencies of the Company and/or its subsidiaries/step down subsidiaries/associate companies/group companies, has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiary) from time to time, in compliance with the applicable provisions of the Act.

Section 186

(2) of the Companies Act 2013 provides that where the giving of any loan or guarantee or providing any security or the acquisition as provided under Section 186

(2) of the Act, exceeds the limits specified therein, prior approval of shareholders by means of a Special Resolution is required to be passed at a general meeting. Since the Aggregate amount of the loans and investments so far made, along with the loans, investments and guarantees to be made / provided by the Company in the near future, may exceed the limits prescribed under the provision of section 186

(2) of the Companies Act, 2013, shareholders' approval were sought to enhance the limit upto Rs. 300 Cr over and above the limit Spcified under section 186 of the companies Act, 2013. Shareholders approved the said resolution on 1st February 2023 and the result of which declared on 2nd February 2023.

C) Sale/transfer of chammotte plant of the company:

After the end of Financial Year 2022-2023, the Company in terms of section 180(1)(a) of the Companies Act, 2013, sought shareholders' approval by way of postal ballot for sale/transfer of Chammotte Plant of the Company to an Associate Company i.e. Orient Ceratech Limited (formerly known as Orient Abrasives Limited). Shareholders approved the said resolution on 25^th May 2023 and the result of which was declared on 26^th May, 2023.

Brief Particulars of the transactions are given below:

The Board of Directors does not recommend any Dividend for the Financial Year 2022-23 considering the losses during the year.

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

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

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. Your Company has initiated the process of transferring the balance lying with the unpaid/unclaimed dividend accounts, in accordance with the above provisions.

The paid-up Equity Share Capital as on 31^st March, 2023 was Rs. 1,829.72 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31^st March, 2023 are as mentioned below:

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

The composition of the Board of Directors of the Company as on 31^st March 2023 is as below.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Chetan Shah (DIN-00018960), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

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

b) Declaration by Independent Directors:

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

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. c) Re-appointment of Shri Hemul Shah, as an Executive Director and Chief Executive Officer:

The Board of Directors at its meeting held on 10^th August 2022, on the recommendation of Nomination and Remuneration Committee, appointed Shri Hemul Shah (00058558) as an Executive Director and CEO w.e.f. 16^th February, 2023. His tenure ends on 15^th February 2024 according to the agreed terms.

The Nomination & Remuneration Committee has recommended his re-appointment considering his long association with the Company; varied experience in planning, execution abilities and strategic intelligence. Accordingly, the Board of Directors at its meeting held on 10^th August, 2023, proposed that he should be re-appointed as an Executive Director and Chief Executive Officer (CEO) of the company for a further period of one year.

A Special resolution seeking approval of the shareholders for his re-appointment as an Executive Director and CEO of the Company forms part of the Notice convening 42^nd Annual General Meeting. The relevant details of Shri Hemul Shah as required pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations are furnished in the Notice of the 42^st Annual General Meeting.

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

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

e) Appointment of Key Managerial Personnel (KMP):

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

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

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

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

Shri Sandeep Deshpande - Group Head - Human Resources & Administration

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES: a) Business Performance & overview of principal Subsidiaries & Joint Venture Companies: Ashapura International Limited (AIL):

The Company's revenue decreased by 9% from Rs. 55,880 lakhs in FY 2021-22 to Rs.50,832 lakhs in FY 2022-23 however the Profit After Tax increased by 7% from Rs. 3497 lakhs in FY 2021-22 to Rs. 3742 lakhs in FY 2022-23.

Although there was a marginal decrease in the revenue, the Company achieved better profitability & margins on account of a shift towards value added product sales.

Bombay Minerals Limited (BML):

The Company's revenue in FY 2022-23 was Rs. 11,121 lakhs, 23% higher than the revenue of Rs. 9,046 lakhs in FY 2021-22. The Profit After Tax in FY 2022-23 was Rs. 425 lakhs versus a loss of Rs. 1,003 lakhs in FY 2021-22.

The Company has had some success in tapping alternate sources of raw material which has allowed it to scale up its operations as compared to the previous year.

Ashapura Perfoclay Ltd. (APL):

The Company's revenue in FY 2022-23 increased by about 5% to Rs. 36,431 Lakhs as compared to the previous financial year, whereas the profit after tax was Rs. 2,904 lakhs i.e. 11% higher than the previous financial year.

The Company continued to maintain its leadership position in the domestic market despite the macro headwinds and the competition from low-cost domestic producers. it posted a healthy 12.6% growth Y-O-Y basis. A lot of initiatives have been undertaken by the Company to develop cost effective and more efficient grades.

Other Overseas Subsidiaries:

The other overseas subsidiaries and joint ventures of the Company on the whole exhibited an increases in revenues. The Company's step-down subsidiary in Guinea has shown reasonable growth as compared to the pervious year.

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

During the year under review, Orient Advanced Material FZE became associate of the Company through indirect acquisition/transfer of shares by the company's associate company. Further, Ashapura Acticlay SDN BHD (Wos of company's step down an subsidiary ceased to be Associate Company during the year under review. c) Material Subsidiaries:

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

10. CONSOLIDATED FINANCIAL STATEMENTS:

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

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

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2023 AND 10^TH AUGUST 2023 (DATE OF THE REPORT):

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

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

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

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of seven Directors as on 31^st March, 2023. During the year, 5 meetings of the Board of Directors were held. The details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than four months.

14. COMMITTEES:

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

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the 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;

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

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

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

Further, the statement containing particulars of employees in terms of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate statement and that forms part of the Annual Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid statement required to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The said statement is available for inspection of members will be available electronically for inspection. Members seeking to inspect such documents can send an email to cosec@ashapura.com.

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

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

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:

a) Nomination & Remuneration Policy:

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

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

b) Performance Evaluation Policy and Annual Performance Evaluation:

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

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

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

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

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

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

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

The Independent Directors had met separately on 27^th March, 2023 and discussed, inter-alia, the performance of the Chairman, Executive Director & Chief Executive Officer of the Company and the Board as a whole. The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

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

c) Corporate Social Responsibility Policy:

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

The company does not satisfy any of the conditions laid down under Section 135(1) of the Companies Act, 2013 during F.Y.2021-22 (being the immediately preceding F.Y), consequently, it was not mandatory for the Company to spend on CSR for F.Y.2022-23. However, at the group level the company has undertaken various CSR initiatives. Further, a detailed report is attached as "Annexure D" to this report. d) Vigil Mechanism - Whistle Blower Policy:

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

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

e) Risk Management Policy:

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

The board in its meeting held on 12^th August 2021 has duly constituted the Risk Management Committee and approved the below-mentioned policy. The above mentioned Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php f) Prevention of Sexual Harassment at Workplace:

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

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

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

g) Related Party Transactions Policy:

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

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

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013 in were on arm's length basis and in the ordinary course of business. Further, no material Related Party transactions, as per the materiality threshold mentioned in the related party policy of the Company were entered during the year by the company. Accordingly, the disclosure of RPT as required under section 134 (3)(h) of the Company Act, 2013, in form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions was revised in line with the amendment in SEBI (LODR) 2015 and the same is available on the Company's website.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 37)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

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

21. AUDITORS AND AUDITORS' REPORT:

A. Statutory Auditors:

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

The Auditors' Report for the financial year ended 31st March, 2023 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

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

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s Priyank Vyas and Associates, Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company for the financial year 2023-2024 at the remuneration of Rs.1,62,565 per annum plus Goods and Service Tax (GST).

Your Company has received consent from , M/s Priyank Vyas and Associates , to act as the Cost Auditors of your Company for the Financial Year 2023-2024 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2021-2022 was filed with the Ministry of Corporate Affairs on 07-09-2022.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2023.

The Secretarial Audit Report in Form No.: MR – 3 for the Financial Year ended 31^st March, 2023 is annexed with this report as "Annexure - B".

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

22. FRAUDS REPORTED BY AUDITOR

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

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

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

The Company had appointed M/s. Atul HMV & Associates LLP, Chartered Accountants as its Internal Auditors for Financial Year 2022-2023 which carried out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

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

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

1. Meetings of the Board of Directors 2. General Meetings 3. Reports of the Board of Directors

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

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

26. EXTRACT OF ANNUAL RETURN:

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

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2023 as stipulated under Regulation 34 of the SEBI Listing Regulations is set out separately which forms part of this Report.

29. NO APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW.

30. THERE WERE NO ONE-TIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS DURING THE YEAR UNDER REVIEW.

31. ACKNOWLEDGEMENT:

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