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To

The Members

Ashiana Ispat Limited

Your Directors have pleasure in presenting their 31^st Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS

The standalone financial performance of the company for the financial year ended March 31, 2023 in summarized below.

2. STATE OF COMPANY'S AFFAIRS

The Total Income of your Company for the Financial Year 2022-23 stood at Rs. 46554.01 Lakh as compared to Rs. 43899.30 Lakh of the previous Financial Year. Your Company has ended the Financial Year 2022-23 with a profit after tax from the activities of Rs.299.70 Lakh as against the previous Financial Year's Rs. 101.31 Lakh.

Change in the nature of business, if any

There is no change in the nature of the business of the Company during the year.

CORPORATE GOVERNANCE:

The Company believes that good corporate governance is one of the vital tools, in directing and controlling the affairs of the Company in an efficient manner and helps in achieving the goal of maximizing value of Company's stakeholders in a sustained manner. It recognizes Transparency,

Integrity, Honesty and Accountability as core values, and the management believes that practice of each of these creates the right corporate culture fulfilling the purpose of Corporate Governance. However, it is to be recognized that Corporate Governance is not just a destination but a consistent journey to consolidate and enhance sustainable value creation to the company, by adhering to the core values. A separate section on Corporate Governance and a Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report as Annexure-"E".

DIVIDEND:

The directors have not recommended any dividend for the financial year 2022-23.

SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTION, SWEAT EQUITY SHARES:

During the year, the company has not issued any Equity Shares with Differential Rights, Employee Stock Options and/or Sweat Equity Shares.

FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual return in Form MGT -7 as on March 31, 2023 is available on the Company's website.

SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial Standards.

Directors retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mr. Puneet Jain, Director of the Company retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

(i) Mr. Manoj Kumar (DIN: 00906104) was appointed as Additional Independent Director(Non-Executive) by the Board of Directors of the Company in their meeting held on 29.08.2023 and to be regularised as Independent Director (Non-Executive) for a period of five years in the ensuing Annual General Meeting to be held on 28th September, 2023.

Changes during the year:

In compliance with Regulation 17(2) of SEBI LODR Mr. Naresh Chand, resigned from the post of Chairman on 07th February, 2023 and now he will continue to serve as Executive Director of the Company.

The Board of Ashiana Ispat Ltd. has an appropriate mix of Executive and Non-Executive directors with all the directors having vast area of expertise, skills and knowledge necessary to run the operations of the Company in a highly efficient manner.

Appropriate resolutions for the appointment/ re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/reappointment as Director of your Company.

Pursuant to the provisions of section 203 of the Companies Act 2013 the KMP's of the Company as on date are:

1. Ms. Ashita Jain: Chairman, Non-Executive (Non Independent Director)

2. Mr. Naresh Chand: Whole-time Executive Director

3. Mr. Puneet Jain: Managing Director

4. Mrs. Anu Bansal: Whole-time Executive Director

5. Mr. Ravindra Kumar Jain: Chief Financial Officer

6. Mr. Harun Rashid Ansari: Company Secretary

LISTING WITH EXCHANGE AND LISTING FEES:

The Equity Shares of the Company are presently listed with Bombay Stock Exchange Limited (BSE). Further the Company has paid listing fees to the exchange (i.e. BSE) up to financial year 2023-24.

Audit Report

The Statutory Audit report enclosed with the financial statements doesn't contain any qualifications or adverse remarks except non availability of Internal Audit Report to the statutory auditors. As per the provisions of Listing Regulations Auditor's certificate on Corporate Governance forms part of this report and don't contain any qualifications or adverse remarks. The CG Report itself explained to reconstitute of Board of Directors as per provision of Section 149 of Companies Act, 2013 and the Regulation 17 of LODR. The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors' Report is enclosed with the financial statements in this Annual Report.

A. STATUTORY AUDITORS

M/s. S.Singhal, Chartered Accountants (Firm registration No 001526C)), were appointed as Statutory Auditors of the Company to hold office from the conclusion of 30th Annual General Meeting of the Company held on 30th September, until the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2027, without any further confirmation/ratification/ approval at subsequent Annual General Meeting of the company.

In view of the changes in provisions of section 139 of the Companies 2013 ratification of appointment is not proposed.

B. COST AUDITORS:

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year and accordingly such accounts and records are made and maintained. The Board appointed M/s. Mithlesh Gupta & Co., Cost Accountants, as cost auditors of the Company for the financial year 2023-24 at a fee of INR 40,000 plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing annual general meeting. The cost audit report for the financial year ended March 31, 2023 would be filed with the Central Government.

The cost audit report for the financial year ended March 31, 2022 was filed on 27.09.2022 within prescribed timelines.

C. SECRETARIAL AUDITOR

As per the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, M/s Bir Shankar & Co., Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the year 2023-24.

D. INTERNAL AUDITOR

As per the provisions of Section 138 of the Companies Act, 2013 and Rules thereunder, Ms Ashita Jain, Company Secretary was appointed as the Internal Auditor of the Company for the year 2023-24.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR:

The Board met 9 times during the financial year 2022-23, the details of which are given in corporate Governance section.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has duly constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee comprising non-executive directors of which not less than one half of the members are independent directors. During the year 3 (Three) Nomination & Remuneration Committee Meetings and 4 (Three) Stakeholder & Relationship Committee Meetings were convened and held, the details where of are given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board of Directors has evaluated the performance of the Board, its Committees and the individual directors as per the Nomination and Remuneration Policy. The Independent Directors of the Company also review the performance of Non-Independent Directors of the Board.

DECLARATION BY INDEPENDENT DIRECTORS AS REQUIRED UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors including at least one woman Director. The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. All the Board appointments are based on meritocracy. The potential candidates for appointment to the Board are inter alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character; appreciation of the Company's vision, mission, values; prominence in business, institutions or professions; professional skill, knowledge and expertise; financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 2013, listing agreement/regulations and other applicable regulations or guidelines. In case of re-appointment of Independent Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

The Board of Directors of the Company has adopted a Remuneration Policy for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees.

LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

MATERIAL CHANGES & COMMITMENTS:

Apart from the frequently interruption in production due to rigorous environmental policy adopted by the Government there were no others material changes, events and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND TRIBUNALS

During the year under review, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen crore) divided into 150,00,000 (One Crore fifty laks) equity shares of Rs. 10/- (Rupees One) each. The Paid-up Share Capital of the Company is Rs. 79,648,000/- (Rupees Seven crore ninety six lakhs forty eight thousand) divided into 7,964,800 (Seventy nine lakh sixty four thousand eight hundred) equity shares of Rs. 10/- (Rupees One) each. Further, there is no change in Authorized Share Capital and Paid-up Share Capital of the Company during the financial year under review. However keeping in view of the proposed issue of Equity Shares on Preferential basis company propose to increase the authorized capital from Rs.15.00 Crores to Rs.18.00 Crores subject to approval of Shareholders in their Annual General Meeting.

PREFERENTIAL ISSUE:

During the current fiscal company, subject to approval of shareholders and concerned Regulatory authority, proposed to allot up to 8750000 no. of Equity shares of Rs.10/- each at a price of Rs.32 /- (Rupees Thirty two) each as fully paid up to Promoters and Public on preferential basis in accordance with SEBI(Issue of Capital and Disclosure Requirements) Regulations,2018. The above said Equity Shares rank pari passu with the existing Equity Shares of the Company and are subjects to lock-in-period.

Management Discussion and Analysis:

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in AIL through various interventions and practices. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company believes in prevention of harassment of employees as well as contractors. During the year ended 31 March, 2023, no complaints pertaining to sexual harassment were received.

DISCLOSURE UNDER THE "SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013".

In terms of Section 22 of the above mentioned Act, read with Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Rule, 2013, we report as follows for the year ended on March 31, 2023:

RELEVANT EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under the provisions of the Companies Act, 2013, forms an integral part of Board Report. Form MGT- 9 is available on the website of the Company and can be accessed at www.ashianaispat.in.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Bir Shankar & Co., Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed to this report as Annexure -"F". "Secretarial Auditors" report is self-explanatory and therefore does not require further comments and explanation.

Auditor's certificate on Corporate Governance

As per the provisions of Listing Regulations Auditor's certificate on Corporate Governance forms part of this report and don't contain any qualifications or adverse remarks related to compliance with the conditions/provisions of corporate governance.

CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

The Board has adopted a policy to regulate the transactions of the Company with its related parties. All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. The said policy is available on the Company's website viz. www.ashianaispat.in.

Accordingly, the relevant disclosures of Related Party Transactions in Form AOC 2 forms part of this Annual Report as Annexure- "C"

VIGIL MECHANISM:

The Company has in place a whistle blower policy, to support the Code of Business Ethics. This policy documents the Company's commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company's Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation.

Individuals can also raise their concerns directly to the chairman of the Audit Committee of the Company. Any allegations that fall within the scope of the concerns identified are investigated and dealt with appropriately. Further, during the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The details of establishment of vigil mechanism for Directors & employees to report genuine concerns are available at the website of the Company viz. www.ashianaispat.in.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

AIL continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company provides an orientation and business overview to all its new Directors and Independent Directors and provides materials and briefing sessions periodically which assists them in discharging their duties and responsibilities. The Directors of the Company are also informed of the important developments in the Company and Industry. Directors are fully briefed on all business related matters, and new initiatives proposed by the Company and updated on changes and developments in the domestic & global corporate and industry scenario. The detail of the familiarisation program for Directors is available on the website of the Company viz. www.ashianaispat.in.

CHANGES IN CAPITAL STRUCTURE:

During the year, there was no change in the Capital Structure of the Company.

COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2023 is as under:

*Mr. Rajesh Kumar Pal has been appointed as Non-Executive (Independent) Director and as member of Audit Committee, Stakeholders Relationship Committee w.e.f 30.09.2022 and Nomination and Remuneration Committee w.e.f 26.11.2022 respectively

**Ms. Ashita Jain was appointed as an Additional Director (Non-Executive) and member of Nomination and Remuneration Committee w.e.f 26.11.2022.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-"B" to this report.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-"D" to this report and forms part of this report.

The Directors confirm that:

• In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 31st March, 2023 and of the profit/loss of the Company for the year ended on 31st March, 2023;

• Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts/financial statements have been prepared on a going concern basis.

• That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted Corporate Social Responsibility initiatives and focuses on key areas as education, healthcare etc., in accordance with the provisions of the relative Act and rules made thereunder. The Corporate Social Responsibility Committee consists of Sh. Naresh Chand (Chairman), Dr. Smt. Shruti Jain and Sh. Puneet Jain. The Board of Directors on recommendation of the CSR Committee has formulated the CSR policy of the Company. The CSR activities of the Company are implemented in accordance with the core values viz. protecting stakeholder interests, proactive engagement with the local communities and striving towards inclusive development. The CSR activities are focused on the following five broad themes with goals to improve overall socio economic indicators of Company's area of operation:

• To eradicate Extreme hunger and Poverty

• Promoting healthcare, sanitation and making safe drinking water available;

• Employment enhancement through training and vocational skill development;

• Income enhancement through farm based and other livelihood opportunities;

• Promoting education and sports; and

• Ensuring sustainable environment.

The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is given in Annexure "A". The CSR policy of the Company is also placed on the website of the Company viz. www.ashianaispat.in.

ACKNOWLEDGEMENTS:

Your Directors express their gratitude to the Company's vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.