The Board of Directors are pleased to present the Company's
79^th Annual Report on business and operations, together with
the audited financial statements of the Company for the financial
year ended 31^st March, 2025.

FINANCIAL RESULTS

A summary of the Company's financial results for the Financial
Year 2024-25 are as under:

STATE OF AFFAIRS

Total revenue was ? 17409.86 Lakhs for FY 2024-25 as compared
to ?. 16692.34 Lakhs for FY 2023-24 an increase in revenue
of 4.30%. EBITDA stood at ?. 4367.68 Lakhs as compared to
4210.06 Lakhs during FY 2023-24 and Net Profit (Loss) after
Tax stood at ?. 2544.92 Lakhs for FY 2024-25 as compared to
?. 2511.06 Lakhs for FY 2023-24 an increase of 1.35%.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there is no change in
nature of business of the Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2025.

DIVIDEND

The Board of Directors has recommended a dividend of
Re. 0.40 (40%) per equity share of Re.1/-each for the
financial year ending on 31st March, 2025.

The proposed dividend on equity shares is subject to the
approval of the shareholders at the upcoming Annual General
Meeting (AGM).

In compliance with the provisions of Section 194 of the Income
Tax Act, 1961, our company is obligated to deduct Tax Deducted
at Source (TDS) at a rate of 10% on dividend payments.
However, it is important to note that if the aggregate amount of

dividends payable to an individual resident shareholder is up to
Rs.5000, no TDS is deducted. Furthermore, no TDS is applicable
for dividend payments made to entities such as Life Insurance
Corporation, General Insurance Corporation of India, specified
insurers, and Mutual Funds, as mentioned under Section
10(23D) of the Income Tax Act.

For non-resident shareholders, as per Section 195 of the Income
Tax Act, 1961, TDS is required to be deducted at a rate of 20%
along with the applicable surcharge on dividend payments.

SHARE CAPITAL

Authorized Share capital

The Authorized Share Capital of the Company stood at Rs.
28,45,00,000/- consisting 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, 2025 stood
at ? 900.75 Lakhs. 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.

During the F. Y 2024-25, there were no changes in the Authorised,
Issued, Subscribed and Paid up capital of the Company.

OTHER DISCLOSURES / CONFIRMATIONS

a. None of the Chairman, the Managing Director & Chief
Executive Officer, or the Executive Director of the Company
received any remuneration or commission from any of the
subsidiaries of the Company.

b. The Company has not issued any sweat equity shares to its
directors or employees.

c. The Company has not failed to implement any corporate
action during the year under review.

d. The disclosure pertaining to an explanation for any deviation
or variation in connection with certain terms of a public issue,
rights issue, preferential issue, etc. is not applicable to the
Company.

e. The Company's securities were not suspended during the
year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General
Reserve for the year ended 31 March, 2025.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on 31^st March, 2025 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, 2025. The Notes to the Financial
Statements adequately cover the standalone Audited Statements
and form an integral part of this Report.

MATERIAL SUBSIDIARY

There is no material subsidiary of the company as on
31^st March, 2025. 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

Annual return in Form MGT-7 up to the Financial Year 2023¬
24 as required under Section 92 of the Act is available on the
company's website https://www.asigroup.co.in. Annual return
for the F.Y. 2024-25 shall be made available on the company's
website post the Annual General Meeting of F.Y 2024-25.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and
the Company's Articles of Association, Mrs. 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 Mrs. Anita Jatia has been given in the
Notice convening the Annual General Meeting.

During year under review as recommended by the Nomination
and Remuneration Committee, board of directors at their
meeting held on 23^rd July, 2024 re-appointed Mr. Deepak Jatia as
Managing Director and Mr. Tushya Jatia as Whole Time Director
( designated as Executive Director ) for a further period of 3 years
and their re-appointments were approved by the members at the
78^th Annual General Meeting held on 20^th September, 2024.

During the year under review, there are no changes in Board of
directors that took place.

INDEPENDENT DIRECTORS

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 except Mr. Arunanshu V. Agarwal
have served on the 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. Mr. Arunanshu V.
Agarwal will provide the online proficiency self-assessment test
in due course.

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 2024-25 forms part of the Corporate Governance
Report.

KEY MANAGERIAL PERSONNEL

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

No persons 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.

Performance evaluation of Independent Director was evaluated
by entire Board excluding the director being evaluated.

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 revised Policy on Materiality of and dealing with Related Party
Transactions has been uploaded on the website of the Company
and the same has also been ratified by the Audit Committee and
Board of Directors at their subsequent meeting and the same
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

Since the company no longer requires credit rating for borrowing
facilities enjoyed by the Company, no ratings were obtained
during the F. Y 2024-25.

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 2025, 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, 2025 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^th 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) 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 for a period of 5
financial years commencing from the financial year 2025¬
26. The Company has received their consent for such
appointment. The Secretarial Audit Report for the year
2024-25 is attached as Annexure-“A”.

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

COST RECORD AND AUDIT

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, 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, 2025. 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, 2026.

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. 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 policy and effective
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 https://www.asigroup.co.in For further details,
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.

POSH COMPLIANCE

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
pertaining to FY 2016-17 on 05^th November, 2024.

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:

Pursuant to Regulation 39 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details in
respect of the shares lying in the un-claimed suspense account
till March 31,2025 are as follow:

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 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, JOINT
VENTURE AND ASSOCIATE

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2025.

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

MATERIAL CHANGES BETWEEN THE PERIOD FROM END
OF FINANCIAL YEAR TO THE DATE OF REPORT OF THE
BOARD:

There are no material changes between the period from end of
financial year to the date of the report of the Board.

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

Your Directors wish to place on record their appreciation, for the
contribution made by the employees at all levels but for whose
hard work, and support, your Company's achievements would
not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for
their continued support and faith reposed in the Company.

On behalf of the Board of Directors
Deepak Jatia

Place: Mumbai Chairman & Managing Director

Date: 16^th May 2025 DIN: 01068689