Your Directors are pleased to present their 49^th Annual Report on the Business and operations of the
Company together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

Financial Results

The financial performance of your Company for the year ended March 31^st, 2024 is summarized
below:

The Company has earned income from trading of construction / PEB material. The Company has
achieved turnover of Rs 1442.82 Lakhs and earned profit before tax of Rs. 22.40 Lakhs as compare
to the last year profit before tax of Rs 25.20 Lakhs.

Change of Business If Any:

The Company is trying to set dominance in the trading of construction / PEB material business in
India and is also looking to expand further. However, there is no change in the business during the
financial year 2023-24.

Management Discussion and Analysis Report:

To avoid duplication between the Directors Report and the Management Discussion and Analysis
Report for the year, we present below a composite summary of performance of the various business
& functions of the Company.

Industry Overview:

The trend in slowdown in global growth continued during the year. India was the fastest growing
large economy with a stable currency that performed better than the most emerging market
currencies. If the industry players manage to restructure their operations as per the new realities,

success will not be very hard to find now. The Company has already achieved turnover of Rs. 1442.82
Lakhs during year under review and the company expects decent increase in turnover and profit
margin in upcoming time.

Business Overview:

The main business activities are trading of construction / PEB material, especially in the close
proximity of Mumbai and nearby suburban. The management was confident of business potential in
this new venture and hence we achieved decent turnover in current year. Company has already
started taking various labour contracts for construction of warehouses, godowns etc. The Company
is into trading activities of various materials which are required for construction of warehouses/
godowns etc. Initially, these activities are carried in and around Mumbai.

Adequacy of Internal Control:

An appropriate and adequate system of internal controls exist in the company to ensure that all assets
are safeguarded and protected against loss or from misuse or disposition, and that the transactions
are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness
of operations, accuracy and promptness of financial reporting and observance with laws &
regulations.

The internal control is supplemented on an ongoing basis, by an extensive program of internal audit
being implemented throughout the period. The internal audit reports along with the management
comments thereon are review by the Audit Committee of the Board comprising of independent and
non-executive Directors. Implementations of the suggestions are also monitored by the Audit
Committee. The internal control is designed to ensure that the financial and other records of the
company are reliable for preparing financial statements and other data, and for maintaining
accountability of assets.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental in its
growth. The Company believes in acquisition, retention and betterment of talented team players.
With the philosophy of inclusive growth, the Company has redefined its performance management
system. The new system focuses on progression of individual employees together with
organizational goals. Under the new system, increased thrust will be on job rotation and multi¬
skilling.

Manpower:

The company recognizes the importance of human value and ensures that proper encouragement
both moral and financial is extended to employees to motivate them.

Seam en t- Wise Perform an ce:

The Company is into single reportable segment only.

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating
and business units comply with regulatory and internal guidelines. The Compliance Department of
the Company is continued to play a pivotal role in ensuring implementation of compliance functions
in accordance with the directives issued by regulators, the Company's Board of Directors and the
Company's Compliance Policy. The Audit Committee of the Board reviews the performance of the
Compliance Department and the status of compliance with regulatory/internal guidelines on a
periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminated across the
Company to ensure that the business and functional units operate within the boundaries set by the
regulators and that compliance risks are suitably monitored and mitigated in course of their activities
and processes.

Cautionary Statement:

Investors are cautioned that this discussion contains statements that involve risks and uncertainties.
Words like anticipate, believe, estimate, intend, will, expect and other similar expressions are
intended to identify “Forward Looking Statements”. The company assumes no responsibility to
amend, modify or revise any forward-looking statements, on the basis of any subsequent
developments, information or events. Actual results could differ materially from those expressed or
implied.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiary Companies:

The Company does not have any subsidiary Company.

Share Capital:

The Company's Authorized Capital is Rs.10,00,00,000/- The paid-up capital of the Company as on
31^st March, 2024 is Rs. 20,00,000/-

Reserves:

The Company has earned profit after tax of Rs. 16.57 lakhs during the year under review and the
amount was transferred to the Reserves.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section
73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during
the year under review.

Particulars of Contract or Arrangement with Related Party:

There are transactions with Related Parties which requires disclosure under Section 134(3) (h) of
the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 and as defined
under Regulation 23 of the SEBI (LODR) Regulations, 2015. The policy on materiality of related party
transactions and also on dealing with related party transactions as approved by the Board may be
accessed on the Company website.

All related party transactions which were entered into during the year were on arm's length basis
and were in the ordinary course of business and did not attract provisions of section 188 of the
Companies Act, 2013 and were not material related party transactions under Regulation 23 of the
SEBI (LODR) Regulations, 2015. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015,
senior personnel made periodical disclosures to the Board relating to all material, financial and
commercial transactions, where they had or were deemed to have had personal interest that might
have been in potential conflict with the interest of the Company & the same is nil. This is disclosed in
Form AOC - 2 (Annexure - I) in regards to Related party.

Loans, Investment and Guarantees by the Company:

The company has mentioned the details of Investment made/loan given under section 186 of the
Companies Act, 2013 in the financials if applicable.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented
by the Company are adequate. During the year under review, no material or serious observations has
been received from the Auditor of the Company for inefficiency or in adequacy of such controls.

Disclosures under Section 134(3) (l) of the Companies Act. 2013:

No material changes and commitments which could affect the Company financial position have
occurred between the end of the financial year of the Company and the date of this report, except as
disclosed elsewhere in this report.

Directors& KMP:

There are no changes in the composition of the Board of Directors & KMP of the Company during the
year. The composition of Board of director as on 31^st March, 2024 was as follows:

Directors Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration Committee has framed a
Remuneration policy, providing criteria for determining qualifications, positive attributes,
independence of a Director and a policy on remuneration for Directors, key managerial personnel
and other employees. The detailed Remuneration policy is displayed on the Company's website.

Consolidated Financial Statement:

The Company does not require to prepare the Consolidation financials as the Company does not have
any subsidiary, joint venture & associate Company.

Declarations by Independent Director:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfill
the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under,
the current auditors of the Company, M/s. DMKH & Co., Chartered Accountants, Mumbai, hold office
up to the conclusion of 51^st AGM of the company to be held for the FY 2025-26 of the Company.
However, their appointment as Statutory Auditors of the Company is subject to ratification by the
members at the ensuing Annual General Meeting. The Company has received a certificate from the
said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are
not disqualified for being so ratified. Necessary resolution for ratification of appointment of the said
Auditor is included in this Notice.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the
notes to Accounts are self-explanatory and hence do not call for any further comments under Section
134 of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors
of the Company confirms that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the
applicable accounting standards have been followed along with proper explanation relating
to material departures.

b. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit
and loss of the Company for the year ended 31^st March, 2024.

c. The Directors have taken sufficient and proper care for the 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 material fraud and
other irregularities.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. There are no material changes & commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.

f. 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.

g. Based on the framework of internal financial controls and compliance systems established
and maintained by the Company, work performed by the internal, statutory and secretarial
auditors and external consultants, including audit of internal financial controls over
financial reporting by the statutory auditors, and the reviews performed by management
and the relevant board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate and effective during
the F.Y. 2023-24.

Annual Evaluation by the Board of Its Own Performance. Its Committees and Individual
Directors:

The Board of Directors of the Company has initiated and put in place evaluation of its own
performance, its committees and individual Directors. The result of the evaluation is satisfactory and
adequate and meets the requirement of the Company. Information on the manner in which the annual
evaluation has been made by the Board of its own performance and that of its committee and
individual Directors is given below.

Details of Committee of Directors:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors
and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each
Committee during the financial year 2023-24 and meetings attended by each member of the
Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report
and forming part of the report is given below. The recommendation by the Audit Committee as and
when made to the Board has been accepted.

Risk Man aaem en t:

During the year, Management of the Company evaluated the existing Risk Management Policy of the
Company to make it more focused in identifying and prioritizing the risks, role of various executives
in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value
and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and
found adequate to the requirements of the Company and approved by the Board. The Management
evaluated various risks and that there is no element of risk identified that may threaten the existence
of the Company.

Cost records:

The Company is not required to maintain the cost records in terms of Section 148 of the Act read with
the Companies (Cost Records and Audit Rules), 2014.

Secretarial Audit Report:

A Secretarial Audit Report for the year ended 31^st March, 2024 in prescribed form duly audited by
the Practicing Company Secretary CS Rajvirendra Singh Rajpurohit, Mumbai is annexed herewith
and forming part of the report. (Annexure-II)

Corporate Governance:

The report on Corporate Governance as required by SEBI (LODR), Regulations, 2015 is not applicable
to the Company as its paid-up capital is below the threshold limit specified by it. However, report on
Corporate Governance as required by the Companies Act, 2013 is given below to the extent it is
applicable and the Company has complied with all the statutory and regulatory requirements as
stipulated in the applicable laws.

All Board members and Senior Management personnel have affirmed compliance with the Code of
Conduct for the year 2023-24. The Managing Director have certified to the Board with regard to the
financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR),
Regulations, 2015.

Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 regarding Corporate Governance is not applicable to the Company
as the paid-up capital of the Company was less than Rs. 10 crores and net worth of the Company was
less than Rs. 25 Crore as on 31^st March, 2024.

Board of Directors:

The Company is managed by suitably well - qualified, experienced and competent professional
directors and Key Managerial Personnel. The members of the Board of Directors are persons with
considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing.
The Company is benefited by the experience and skills of the Board of Directors.

The Independent Directors have made disclosures to the Board confirming that there is no material,
financial and/or commercial transactions between them and the company which could have
potential conflict of interest with the company at large. The Company has Code of Conduct for
Directors and Senior Management personnel.

Code of Conduct:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a
Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid
down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and
Senior Management of the Company.

Maximum Tenure of Independent Directors:

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and
Regulation 25(2) of the SEBI (LODR) Regulations, 2015.

Formal Letter of Appointment to Independent Directors:

The Company issues a formal letter of appointment to Independent Directors in the manner as
provided in the Companies Act, 2013.

Directors’ Interest in the Company:

Sometime, the Company does enter into contracts with companies in which some of the Directors of
the Company are interested as director or member. However, these contracts are in the ordinary

course of the Company's business without giving any specific weight age to them. Directors regularly
make full disclosures to the Board of Directors regarding the nature of their interest in the companies
in which they are directors or members. Full particulars of contracts entered with Companies in
which directors are directly or indirectly concerned or interested are entered in the Register of
Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every
Board Meeting for the noting of the Directors.

Responsibilities & Functions of Board of Directors:

The Board of Directors of the listed entity shall have the following responsibilities:

1. Disclosure of information:

i. Members of Board of Directors and key managerial personnel shall disclose to the Board of
directors whether they, directly, indirectly, or on behalf of third parties, have a material
interest in any transaction or matter directly affecting the listed entity.

ii. The Board of Directors and senior management shall conduct themselves so as to meet the
expectations of operational transparency to stakeholders while at the same time maintaining
confidentiality of information in order to foster a culture of good decision- making.

2. Key functions of the Board of Directors:

i. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets
and business plans, setting performance objectives, monitoring implementation and corporate
performance, and overseeing major capital expenditures, acquisitions and divestments.

ii. Monitoring the effectiveness of the listed entity's governance practices and making changes as
needed.

iii. Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel
and overseeing succession planning.

iv. Aligning key managerial personnel and remuneration of board of directors with the long-term
interests of the listed entity and its shareholders.

v. Ensuring a transparent nomination process to the board of directors with the diversity of
thought, experience, knowledge, perspective and gender in the board of Directors.

vi. Monitoring and managing potential conflicts of interest of management, members of the Board
of Directors and shareholders, including misuse of corporate assets and abuse in related party
transactions.

vii. Ensuring the integrity of the listed entity's accounting and financial reporting systems,
including the independent audit, and that appropriate systems of control are in place, in
particular, systems for risk management, financial and operational control, and compliance
with the law and relevant standards.

viii. Overseeing the process of disclosure and communications.

ix. Monitoring and reviewing Board of Director's evaluation framework.

3. Other responsibilities:

i. The Board of Directors shall provide strategic guidance to the listed entity, ensure effective
monitoring of the management and shall be accountable to the listed entity and the
shareholders.

ii. The Board of Directors shall set a corporate culture and the values which the executives
throughout the group shall have the same.

iii. Members of the Board of Directors shall act on a fully informed basis, in good faith, with due
diligence and care, and in the best interest of the listed entity and the shareholders.

iv. The Board of Directors shall encourage continuing directors training to ensure that the
members of Board of Directors are kept up-to-date.

v. Where decisions of the Board of Directors may affect different shareholder groups differently,
the Board of Directors shall treat all shareholders fairly.

vi. The Board of Directors shall maintain high ethical standards and shall take into account the
interests of stakeholders.

vii. The Board of Directors shall exercise objective independent judgment on corporate affairs.

viii. The Board of Directors shall consider assigning a sufficient number of non- executive members
of the Board of Directors capable of exercising independent judgment to tasks where there is a
potential for conflict of interest.

ix. The Board of Directors shall ensure that, while rightly encouraging positive thinking, these do
not result in over-optimism that either leads to significant risks not being recognized or
exposes the listed entity to excessive risk.

x. The Board of Directors shall have the ability to 'step back' to assist executive management by
challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions),
risk appetite, exposures and the key areas of the listed entity's focus.

xi. When committees of the Board of Directors are established, their mandate, composition and
working procedures shall be well defined and disclosed by the Board of Directors.

xii. Members of the Board of Directors shall be able to commit themselves effectively to their
responsibilities.

xiii. In order to fulfill their responsibilities, members of the Board of Directors shall have access to
accurate, relevant and timely information.

xiv. The Board of Directors and senior management shall facilitate the independent Directors to
perform their role effectively as a member of the Board of Directors and also a member of a
committee of Board of Directors.

xv. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the
Board has carried out an annual evaluation of its own performance, and that of its committees
and individual directors. Manner in which such formal annual evaluation was made by the
Board is given below:

• Performance evaluation criteria for Board, Committees of the Board and Directors were
approved by the Board at its meeting.

Under law, as per the report of performance evaluation, the Board shall determine, inter alia,
whether to continue the term of appointment of the independent director. During the year
under review, there was no occasion to decide on the continuance of the term of appointment
of any of the independent directors and hence, the question of taking a decision on their re¬
appointment did not arise.

Details of Remuneration to Directors:

The Company has no stock option plans for the directors and hence, it does not form part of the
remuneration package payable to any executive and/or non-executive director. During the year
under review, none of the directors was paid any performance-linked incentive. In 2023-24, the
Company did not advance any loans to any of the directors of the Company.

Compliances Regarding Insider Trading:

The Company had in place a 'Code of Conduct for Prevention of Insider Trading and Corporate
Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992,
as amended. These regulations have been substituted by SEBI with a new set of Regulations, which
have come into effect from 15^th May, 2015.

Familiarization of Independent Directors:

The details of familiarization programme for Independent Directors have been disclosed on the
website of the Company. In addition to the extensive induction and training provided as part of the
familiarization programme, the Independent Directors are also taken through various business and
functional sessions in the Board meetings including the Board meetings to discuss strategy. The
details of Directors' induction and familiarization are available on the Company's website.

Composition of Board:

The Board of Directors of the Company is composed of committed persons with considerable
experience in various fields. The Board is properly constituted as per Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. As on the date of this report,
the Board Strength consists of in all 4 directors. Out of them, 2 Directors are Independent Non¬
Executive & 2 Directors are Executive Directors. All Independent Non-Executive Directors comply
with the legal requirements of being “Independent”.

Further none of the Directors on the Board is a member of more than 10 Committees or Chairman of
more than 5 Committees across all the Companies in which he is a director. Also, necessary
disclosures regarding Committee positions in other public Companies have been made to the
Company by the Directors at regular intervals. The number of Directorships, Committee
Membership/Chairmanship of all Directors is within respective limits prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of the Board of Directors:

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy
apart from the other Board business. The Board meetings are pre-scheduled & Agenda is circulated
well in advance to facilitate the Directors to ensure meaningful participation in the meetings.
However, in case of special and urgent business need, the Committee of Board of Directors met at a
short notice and its minutes is noted and confirmed in the subsequent Board meeting. The Agenda
for the Board/Committee meetings cover items set out as per guidelines in Listing Regulations & it
includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an
informed decision. During the Financial Year 2023-24, Four Board Meetings were held on the
following dates:

Details of the Board of Directors and External Directorships:

Particulars of the Board's Composition, Director's Attendance at Board Meetings and at the previous
Annual General Meeting, number of other Directorships and Board-Committee memberships held as
on 31^st March, 2024: are given below:

Notes:

Directorships held in Private Companies, Foreign Companies and Companies registered under
Section 8 of the Companies Act, 2013 are included positions held in every Committee.

Committees of the Board:

The Board Committee plays a crucial role in the governance structure of the Company and has been
constituted to deal with specific areas/activities which concern the Company and need a closer
review. The Board Committee are set up under the formal approval of the Board to carry out clearly
defined roles which are considered to be performed by members of the Board, as a part of good
governance practice. The Board supervises the execution of its responsibilities by the Committees
and is responsible for their action. The Chairman of the respective Committee informs the Board
about the summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholder's Relationship Committee

Audit Committee

The Audit Committee consists of three Directors (2 Independent directors and 1 non-independent
director). All members of the Audit Committee are financially literate and they have accounting or
related financial management expertise. The primary purpose of the Audit Committee is to assist the
Board of Directors (the "Board") of Antariksh Industries Limited (The "Company") in fulfilling its
oversight responsibilities with respect to:

(a) The accounting and financial reporting processes of the Company, including the integrity
of the audited financial results and other financial information provided by the Company
to its stockholders, the public, any stock exchange and others,

(b) The Company's compliances with legal and regulatory requirements,

(c) The Company's independent auditors' qualification and independence,

(d) The audit of the Company's financial statements, and the performance of the Company's
internal audit function and its Independent Auditors.

1. To evaluate internal financial controls and risk management systems;

2. To do the valuation of undertakings or assets of the Company, wherever it is necessary.

3. To review the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board.

4. To review the functioning of the Whistle blower mechanism.

5. To review the Company's financial and risk management policies.

6. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, creditors & shareholders (in case of non-payment of declared dividends).

7. To review the statement of uses/application of funds raised through an issue (public issue;
rights issue, preferential issue & etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and making appropriate
recommendations to the Board to take steps in the matter.

8. To carry out any other function as mentioned in the terms of reference of the audit committee.

9. To review management letters/ letters of internal control weakness issued by the Statutory
Auditors. The periodic review ensures that all areas within the scope of the Committee are
reviewed.

Constitution of the Committee:

The Constitution of the Audit Committee is in conformity with the Listing Regulations. The Chairman
of the Audit Committee is an Independent Director and is financially literate and has accounting
related financial management expertise. The Composition of the Committee, together with the details
of the attendance of each member as at 31^st March, 2024 is given below:

Meetings of the Committee:

The Committee met Four times during the financial year 2023-24.

Stakeholders Relationship Committee

Terms of the Committee:

1. To consider and resolve the grievances of the shareholders of the Company with respect
to transfer of shares, non-receipt of annual report, non-receipt of dividends,
transmission, split, consolidation of share certificates and matters related thereto.

2. To ensure expeditious share transfer process.

3. To evaluate performance and service standards of the Registrar and Share Transfer
Agent of the Company.

4. To provide guidance and make recommendations to improve investors service level to
the investors.

5. Attending to complaints of investor routed by SEBI/Stock Exchanges/RBI.

Composition & Meeting

The Committee comprises of 2 Non-Executive Independent Directors, namely Mrs. Sandhya Krishna
Karanjavkar (Chairperson) & Mr. Manish Heeralal Chandak and 1 Executive Director Mr. Utkarsh
Goyal as member of the committee.

Responsibilities of Compliance Officer

The compliance officer of the listed entity shall be responsible for-

(a) Ensuring conformity with the regulatory provisions applicable to the listed entity in letter
and spirit.

(b) Co-ordination with and reporting to the Board, recognized stock Exchange and
depositories with respect to compliance with rules, regulations and other directives of
these authorities in manner as specified from time to time.

(c) Ensuring that the correct procedures have been followed that would result in the
correctness, authenticity and comprehensiveness of the information, statements and
reports filed by the listed entity under these regulations.

(d) Monitoring email address of grievance redressal division as designated by the listed entity
for the purpose of registering complaints by investors.

Nomination and Remuneration Committee

Terms of the Committee:

The Committee was renamed as Nomination & Remuneration Committee and the terms of reference
of the said committee has been revised in order to align with the provisions of Companies Act, 2013
and SEBI (LODR) Regulations, 2015 as amended from time to time. However, none of the Directors
has been given any remuneration during the year under review, except Mr. Bhagwanji Narsi Patel,
Managing Director who is drawing salary of Rs. 10,000/- per month. The Committee has devised a
policy on Board Diversity. The objective of the policy is to ensure that the Board comprises adequate
number of members with diverse experience and skills, such that it best serves the governance and
strategic needs of the Company.

No Stock option has been allotted to any of the Directors during the financial year 2023-24. The terms
of reference of Committee broadly includes identifying & selection of candidates for appointment as
Directors/Independent Director based on certain laid down criteria; performing all such functions
as are required to be performed by the Committee with regard to such matters as specified under
SEBI (LODR) Regulations, 2015 and requirements of section 178 of the Companies Act, 2013. It
formulates the criteria for determining qualifications, positive attributes and independence of a
director and recommend the Board a policy relating to the remuneration for the Directors, key
managerial personnel and other employees. While reviewing the Company's remuneration policies
and deciding on the remuneration, the Board and the Committee considers the performance of the
Company, the current trends in the industry, the qualifications of the appointee, their experience,
past performance, responsibilities shouldered by them, the statutory provisions and other relevant
factors.

The Committee also ensures that the level & composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the Company
successfully. The Committee also ensures that the relationship of remuneration to performance is
clear and meets appropriate performance benchmark. The Committee also ensures that the
remuneration to directors, key managerial personnel & senior management involves a balance
between fixed & incentive pay reflecting short- & long-term performance objectives appropriate to
the working of the Company & its goals. Role of committees shall, inter-alia, include the following:

1. To determine/recommend the criteria for determining appointment, qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to
remunerations of directors, Key Managerial personal and other employees.

2. To formulate the criteria for evaluation of performance of independent directors and the
board of directors.

3. To devise a policy on desired age and diversity of board of directors.

4. To identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal.

5. To review and determine all elements of remuneration package of all the Executive Directors,
i.e. salary, benefits, bonus, stock options, etc.

Composition:

The composition of the Remuneration Committee includes Mr. Manish Heeralal Chandak (Chairman),
Mrs. Sandhya Krishna Karanjavkar and Mr. Utkarsh Goyal as members of the committee.

During the financial year ended 31^stMarch, 2024 Remuneration Committee met only once.

Disclosures:

• During the financial year 2023-24, there was Related Party Transaction, with the Managing
Directors not having potential conflict with the interests of the Company. Further as a matter
of policy, all the transactions with related parties, as per requirements of Accounting
Standard 18, are disclosed in the Annual Report of the Company on a regular basis.

• There is no related party transaction during the year, which may have potential conflict with
the interests of Company at large.

• The Company has followed the Indian Accounting Standards issued by the Institute of
Chartered Accountants of India to the extent applicable.

• The Company has adopted the Code of Ethics and Business principles for the members of
Board and senior management personnel.

• The Company has adopted a 'Code of Conduct for Prevention of Insider Trading (“the Code”)
in accordance with the requirements of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly
lays down the guidelines and the procedure to be followed and disclosures to be made, while
dealing with shares of the Company and cautioning them on the consequences of non¬
compliance thereof. Further, we affirm that no personnel have been denied access to the
Audit Committee. Employees can report to the Management concerned regarding unethical
behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy.

• The Company is in compliance with all mandatory requirements of Listing Regulations.

• The Company has ensured that the person who is being appointed as an Independent Director
has the requisite qualifications and experience which would be of use to the Company and
which in the opinion of the Company would enable him/her to contribute effectively to the
Company in his/her capacity as an Independent Director.

Extra - Ordinary General Meeting & Postal Ballot:

During the year under review, no extra - ordinary general meeting were held.

Means of Communication:

The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to the BSE
immediately upon its approval by the Board of Directors and are simultaneously published in leading
newspapers in English and Marathi (regional language). In accordance with the Listing Regulations
requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details
are forwarded to the Stock Exchange. During the year under review, no presentation was made to the
institutional investors or analysts.

Market Share Price Data:

There has been no trading at BSE Limited during the year under review.

Share Transfer System:

Presently the Share Transfer documents received by the Company's Registrar and Transfer Agents
in physical form are processed, approved and dispatched with in a period of 10 to 15 days from the
date of receipt, provided the documents received are complete and the shares under transfer are not
under dispute. For expeditious processing of share transfers, the Board of Directors of the Company
has authorized the Compliance Officer, to decide on various issues like transfers/transmission of
securities in physical form, change in status of shareholders and confirmation of dematerialization.

SEBI Complaints Redress System (SCORES):

SEBI vide circular dated 3^rdJune, 2011 introduced SCORES, i.e., SEBI Complaints Redress System, the
system of processing of investors complaints in a centralized web-based complaints redress portal
known as 'SCORES'. The salient features of this system are: centralized database of all Complaints,
online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors
of action taken on the complaints and its current status. The Company is registered with SEBI under
the SCORES system.

ISIN No:

The Company's Demat International Security Identification Number (ISIN) for its equity shares in
NSDL and CDSL is INE825M01017.

Outstanding GDRs/ADRs:

The Company has not issued any GDRs/ADRs.

Reconciliation of Share Capital Audit:

A practicing Company Secretary carries out reconciliation of share capital audit, on quarterly basis
to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit
confirms that the total issued/paid up capital is in agreement with the total number of shares in
physical form and the total number of dematerialized shares held with NSDL & CDSL.

Audit Qualifications:

There are no audit qualifications in the Company's financial statement for the year under review.
Secretarial standards:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Company Secretaries of India.

Whistle Blower Policy:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors
and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil
mechanism provides a mechanism for the Directors/employees to report violations, without fear of
victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc.
which are detrimental to the organization's interest. The mechanism protects whistle blower from
any kind of discrimination, harassment, victimization or any other unfair employment practice. It
provides a mechanism for employees to approach the Chairman of Audit Committee. During the year,
no such incidence was reported and no personnel were denied access to the Chairman of the Audit
Committee. The Whistle Blower Policy of the Company is available on its website.

Corporate Social Responsibility:

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is
not applicable to the Company as the Net Profit of the Company is below the threshold limit
prescribed by the Companies Act, 2013.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption, foreign exchange
earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the
Company, considering the nature of its business activities. Further the Company has not earned nor
spent foreign exchange during the year under review.

Significant and Material Orders Passed By the Regulators or Courts:

During the year under review, there were no significant and material orders passed by the regulators
or courts or tribunals, which may impact the going concern status of the Company and its operations
in future.

Presentation of Financial Statements:

The financial statements of the Company for the year ended 31^st March, 2024 have been disclosed as
per Schedule III to the Companies Act, 2013.

Statutory Disclosures:

A copy of audited financial statements of the said Company will be made available to the members of
the Company, seeking such information at any point of time. A cash flow statement for the year 2023¬
24 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal
of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the
Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported
during the year under review under the said policy. Details as required under the provisions of
section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014, are placed on the Company's website, i.e.
www.antarikshindustries.com as an Annexure to the Director Report. Details as required under the
provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel), Rules, 2014, are placed on the
Company's website, i.e. www.antarikshindustries.com as an Annexure to the Director Report. A
physical copy of the same will be made available to any shareholders on request.

Acknowledgement

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates,
Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to the Company and look forward
to their continued support in future.

By Order of the Board

For Antariksh Industries Limited

Sd/- Sd/-

Bhagwanji Narsi Patel Utkarsh Goyal

Managing Director Director / CFO

DIN:05019696 DIN:05292970

Place: Thane
Date: 14/08/2024