Your Directors' are pleased to present the 44^th Annual Report of the Company together with the Audited Financial Statements (Standalone &
Consolidated) for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS AND PERFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting
Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

PERFORMANCE OF THE COMPANY & FUTURE OUTLOOK:

At Standalone level, the Income from Operations and other income stood at Rs. 38,668 lakhs while total expenses amounted to Rs. 31,500 lakhs which
resulted into Net Profit of Rs. 8,455 lakhs.

At Consolidated level, the Income from Operations and other income stood at Rs. 281,382 Lakhs while total expenses stood at Rs. 253,585 Lakhs
which resulted into a Consolidated Net profit of Rs. 28,907 Lakhs. As compared to FY 2023-24, the Company's Consolidated Total income in FY 2024¬
25 increased by 3.62%, while Operational profit after tax (without exceptional income) rose by 44.82%.

Your Company continued its focus on enhancing operational efficiencies, expanding global outreach and fostering long-term sustainability.

The operations of your Company encompass a wide array of minerals including Bauxite, Bentonite, Kaolin, Bleaching Clay, Silica and Iron Ore. The
Company's strategic resource base is spread across India as well as internationally.

The year under review witnessed robust performance from your Company's Bauxite business in Guinea. With all three captive ports in Guinea—most
notably the newly commissioned ABB Boffa Port—now fully operational, Ashapura significantly augmented its export capabilities. These infrastructure
developments have enabled cost efficiencies and enhanced the reliability of global supply chains.

Guinea has emerged as a key pillar of Ashapura's global growth, with strong demand dynamics driven by the Aluminium sector's clean energy
transition. The Company also entered into a long-term strategic arrangement with China Railway, a Global Fortune 500 company, for mining and
logistics operations, further strengthening its ability to scale Bauxite exports.

Domestically, all core business segments viz. Bentonite, Kaolin and Bleaching Clay—delivered consistent growth. The Indian operations witnessed
record volumes and revenues during the year and capacity expansion initiatives are underway to cater to rising domestic and international demand.

Your Company remains committed to strategic diversification, with active evaluations underway to expand into ceramic raw materials and new
geographies within India. Furthermore, the Company is exploring technical and financial collaborations with reputed industry players to scale its
Kaolin, Silica, and Quartz businesses.

The Board has recommended a 50% dividend for FY 2024-25, reflecting the Company's strong financial performance and commitment to delivering
value to its shareholders.

With a future-forward outlook, your Company continues to focus on innovation, sustainability and global partnerships, cementing its position as a
trusted and diversified mineral solutions provider.

2. SIGNIFICANT EVENTS DURING THE FY 2024-25 AND TILL THE DATE OF REPORT:

A. ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF WARRANTS TO MANAN SHAH M/S ASHAPURA INDUSTRIAL FINANCE
LIMITED:

The Company had issued warrants to M/s Ashapura Industrial Finance Limited and Shri Manan Shah, Promoter Group Members, on preferential
basis. Accordingly, the Special Resolution was passed through Postal Ballot on 1^st February, 2023. The said warrants were issued with an option
to convert it into equity. M/s Ashapura Industrial Finance Limited and Shri Manan Shah had applied for the conversion of its warrants into equity
shares. Consequently, the Board of Directors in its meeting held on 13^th August, 2024 approved the allotment of 40,40,000 shares of Rs. 2/- each
at an issue price of Rs. 95.96/- per share to M/s Ashapura Industrial Finance Limited and Shri Manan Shah.

Pursuant to such allotment of equity shares, the paid-up share capital of the Company had increased to Rs.19,10,52,1 96/- comprising of
9,55,26,098 equity shares of Rs. 2/- each. Also subsequent to that allotment, the shareholding of the promoter and promoter group was
increased to 47.70% of the enhanced paid-up share capital of the company.

B. INCORPORATION OF A WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

During the year, the Company at its Meeting held on 13^th August 2024 approved 100% subscription to incorporate a Wholly owned Subsidiary
of the Company namely "AQ Minerals Private Limited" subject to the approval of ROC-Mumbai. Accordingly, AQ Minerals Private Limited was
incorporated on 04^th September, 2024 as Wholly Owned Subsidiary of the Company. The said Company was incorporated to leverage the growth
opportunities in the mining industry and to help the Company in becoming more agile.

3. DIVIDEND:

Your Director's are pleased to recommend a final Dividend @ 50% per equity share of face value of Rs. 2/- each for the year ended 31^st March, 2025.
The Dividend for the Financial Year ended 31^st March, 2025 amounts to Re. 1 per share of face value of Rs. 2/- each. The final Dividend, subject to the
approval of Members at the Annual General Meeting on 24^th September 2025, will be paid after 24^th September, 2025. The dividend for the Financial
Year will absorb Rs.955 Lakhs.

Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01,
2020 shall be taxable in the hands of members hence the Dividend Payout will be exclusive of dividend distribution tax. The dividend, subject to its
declaration, will be distributed to shareholders whose names appear on the Register of Members on 17^th September, 2025 (Wednesday).

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

4. TRANSFER TO RESERVES:

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

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be
transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard, there are no amounts which are
required to be transferred to the Investor Education and Protection Fund by your Company, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 1,910.52 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31^st March,
2025 are as mentioned below:

7. DEPOSITS:

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

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March 2025 is as below.

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Smt. Himani Shah (DIN-
02467277), retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

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

b) Declaration by Independent Directors:

• The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence

as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as
regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same
shall be available for inspection upon request by Shareholders.

• The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Resignation of Smt. Neeta Shah as Non-Executive, Independent Director:

After the year under review, Smt. Neeta Shah tendered her resignation as an Independent Director from the Board of the Company w.e.f. 12^th August,
2025 due to other professional commitments and responsibilities. She also confirmed that there was no material reason for her resignation other than
the above. The Board places on record its sincere appreciation for the valueable contribution rendered by her during her tenure.

d) Appointment of Smt. Surekha Sathe as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 30^th May, 2025, appointed Smt.
Surekha Sathe (DIN- 11109425) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the
approval of the Shareholders of the Company.

Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 31^st July, 2025 and the
result of the same was duly declared on the same day itself.

e) Appointment of Shri Dipak Vora as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 23^rd January, 2025, appointed
Shri Dipak Vora (DIN- 00317106) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the
approval of the Shareholders of the Company.

Further, his appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 16^th April, 2025 and the
result of the same was duly declared on the same day itself.

f) Tenure of Shri Pannkaj Ghadiali and Smt. Ruchi Pandya:

During the year under review, Shri Pannkaj Ghadiali and Smt. Ruchi Pandya, were appointed as Additional Directors in the capacity of Independent
Directors w.e.f. 08^th October, 2024. However, they resigned with effect from 7^th November, 2024 and 15^th October, 2024, respectively. The same was
duly intimated to the Stock Exchanges in compliance with Listing Regulations.

Shri Pannkaj Ghadiali resigned due to a series of overseas professional assignments that were going to require his full attention and frequent travel
outside the country that may not allow him to do justice on the Company's Board. Smt. Ruchi Pandya, on the other hand, resigned due to serious health
concerns. They also confirmed that there was no material reason for their resignation other than the above.

g) Completion of second term of Shri Harish Motiwalla as Independent Directors:

During the year under review, the second term of Shri Harish Motiwalla as Independent Director ended on 24^th September, 2024 and accordingly,
he vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance rendered by him during his
tenure

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

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

i) Appointment of Key Managerial Personnel (KMP):

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

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

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

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

Shri Sandeep Deshpande - Group Head Human Resources & Administration

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

a. Business Performance & overview of principal Subsidiaries & Joint Venture Companies:

Ashapura International Limited (AIL):

The Company reported total revenue of Rs. 62,994 lakhs in FY 2024-25 with profit of Rs. 5,280 lakhs. Notably, the Company has achieved a sales
turnover exceeding Rs. 500 crores for the fourth consecutive year, despite global geo-political challenges and their resulting impact. The growing
demand for the Company's products is driven by the surge in infrastructure development within India, increased automotive production, growth in the
power and cement sectors and the rising need for iron and steel in residential and commercial construction in addition to the diversified and intense
marketing efforts taken to expand our footprints.

While the FY 2025-26 outlook remains uncertain due to global geopolitical tensions, commodity and currency volatility and freight market fluctuations,
the Company will continue investing in value-added products, bentonite grinding capacity and speciality plant development. Completion of ongoing
brownfield and greenfield projects is expected to strengthen both revenue and profitability with continued growth in domestic and international
markets.

During the year under review, the Company invested in M/s Arkati Renewalble LLP representing 26% share in the total contribution of the said LLP for
the installation of 9 MW capacity solar power plant under the Solar PPA Group Captive Model. The objective of the said LLP is generation, sale and
distribution of solar, wind and other renewable power, along with related activities and services.

During the year under review, the Company acquired 59,00,000 equity shares (representing 4.93% of the paid-up capital) of M/s Orient Ceratech
Limited (OCL), an Associate Company, from M/s Bombay Minerals Limited, a fellow subsidiary. Consequently, the Company became a Promoter Group
member of M/s Orient Ceratech Limited.

Bombay Minerals Limited (BML):

The Company's revenue in FY 2024-25 stood at Rs. 3,880 lakhs and those total expenses stood at Rs. 3,865 lakhs which resulted in the Profit After
Tax of Rs. 14 Lakhs.

During the year under review, the Company diluted its holding in M/s Orient Ceratech Limited (OCL) (representing 4.93% of the paid-up capital) by
transferring 59,00,000 Equity Shares to M/s Ashapura International Limited (AIL), its fellow subsidiary. Post this transaction, the shareholding of BML
stood at 3,20,99,953 equity shares representing 26.83% of the paid-up share capital in OCL. However, it continues to retain its position as one of the
Promoters of OCL.

Ashapura Perfoclay Ltd. (APL):

The Company's total revenue in FY 2024-25 stood at Rs. 41,810 Lakhs while total expenses stood at Rs. 36,170 lakhs which resulted into Profit After
Tax of Rs. 4,121 lakhs. During the year under review, Company's revenue from operations were up by 12%.

The outlook for the next year remains mixed - positive on account of an expanding customer base and entry into new geographies, yet uncertain due
to global geopolitical tensions, commodity and currency volatility and fluctuations in the freight market. The Company will drive growth through value-
added products, process optimization and debottlenecking initiatives aimed at enhancing production, with medium-term plans for capacity expansion.
The company also plans to explore avenues in the adsorbent markets to increase its product offering to existing and new industry.

During the year under review, the Company invested in M/s. Arkati Urja LLP representing 26% share in the total contribution of the said LLP for
the installation of 9 MW capacity solar power plant under the Solar PPA Group Captive Model. The objective of the said LLP is generation, sale and
distribution of solar, wind and other renewable power, along with related activities and services.

Other Subsidiaries:

The details regarding other subsidiaries including overseas subsidiaries and joint ventures of the Company have been provided in the AOC 1 attached
to this Annual Report of FY 2024-25.

During the year under review, the

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

During the year under review, AQ Minerals Private Limited was incorporated as an wholly owned subsidiary of the Company on 04^th September,
2024.

Further, Ashapura Holdings Fareast Pte Ltd. (Singapore), step down subsidiary of the Company, has not been operational and accordingly the
Management has initiated the process of voluntary liquidation.

c. Material Subsidiaries:

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

10. CONSOLIDATED FINANCIAL STATEMENTS:

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

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

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN 31^st MARCH, 2025 AND 12^th AUGUST 2025 (DATE OF THE REPORT):

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

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNALS:

A. Subsequent to the Financial Year under review, the Company received an order on 7^th July, 2025 from the Deputy Commissioner of Income Tax

(DCIT) pertaining to AY 2019-20. Pursuant to the directions of the Income Tax Appellate Tribunal (ITAT), Mumbai, the Assessing Officer, after

verification of documents, concluded that the earlier adjustment made by CPC under section 143(1)(a) amounting to Rs. 259.20 crores was not
in accordance with provisions of law.

Consequently, the Company's total income was computed as Nil and that the business as well as depreciation losses of Rs. 259.20 crores have
been restored back. These losses are now available for set-off against future profits. Further, the Company has settled all other pending direct tax
litigations under the "Vivaad Se Vishwas 2024" scheme, and as on date, stands free from any income tax related litigations.

B. During the year, the Special CBI Court, by its order dated 26^th October, 2024 had found Mallikarjun Shipping Pvt. Ltd., two other individuals,
Ashapura Minechem Ltd. along with its chairman guilty u/s 120-B, 420 and 379 of IPC for which the Hon'ble High Court of Karnataka, Bengaluru
granted bail, subject to certain conditions:

i. The appellants shall deposit 25% of the fine amount that covers them, within six weeks from 14-11-2024, before the trial Court,

ii. A bond for Rs. 1,00,000/- each is executed with the requisite sureties.

The conditions have been duly executed and accordingly the said sentence stands suspended, pending disposal of the appeal.

C. M/s Cargill International Trading PTE Limited (Cargill) filed a Petition for the enforcement of the Foreign Arbitration Award amounting to Rupees
Forty-Nine Crore Seventy-One Lakh (approx.) dated 28th May, 2010 in SIAC Arbitration No.014/2009 in the arbitration proceedings conducted at
Singapore by a learned Arbitrator with the Singapore International Arbitration Centre (SIAC) against the Company. The High Court of Karnataka
at Bengaluru vide its order dated 19^th December, 2023 rejected the Company's objections to the enforcement of the Foreign Award under
Sections 48[1][b], 48[1] [c] and 48[2] of the Arbitration and Conciliation Act, 1996 in the matter of Cargill.

Company then filed a Special Leave Petition (SLP(C) No. 005143 - 005144 / 2024) before the Hon'ble Supreme Court, challenging the Karnataka
High Court's order dated 19^th December, 2023. Vide an order dated 15^th March, 2024, the Hon'ble Supreme court directed to issue notice to
Cargill subject to Company's depositing an amount of Rs.15 crores within a period of four weeks. Accordingly, the Company has complied with
the said order of the Hon'ble Supreme court and now, the matter is pending for hearing. Also, on 16^th July, 2024, the Hon'ble Supreme court
passed an order that the proceedings before the Executing Court [High Court of Karnataka] under APEFA No. 2/2020 may continue but final
order shall not be passed till disposal of the said Special Leave Petition.

On 23^rd April, 2025 the Hon'ble Supreme court granted leave and the SLP was admitted. Further, the SLP was converted into regular Civil Appeal
bearing No. C.A. No. 005816 - 005817/2025 Registered on 2^nd May, 2025.

Other than as stated above, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status
and Company's operations in future. Details of minor delays in reporting to the Stock Exchanges and fine paid by the Company forms part of the
Report on Corporate Governance.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of Six Directors as on 31^st March, 2025. During the year, 7 meetings of the Board of Directors were held. The
details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than one hundred and twenty days.

14. COMMITTEES:

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

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

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

were operating effectively;

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

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the
Company and others entitled thereto. The aforesaid statement is available for inspection of members at the registered office of the Company during
working hours up to the date of Annual General Meeting and shall be made available to any shareholder on request. Members seeking to inspect such
documents can send an email to cosec@ashapura.com.

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

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

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:

a) Nomination & Remuneration Policy:

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

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

b) Performance Evaluation Policy and Annual Performance Evaluation:

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

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

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

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

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

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

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

The Independent Directors had met separately on 12^th March, 2025 and discussed, inter-alia, the performance of the Non-Independent Directors of
the Company and the Board as a whole.

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

c) Corporate Social Responsibility Policy:

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

Further, a detailed report on the CSR activities inter-alia disclosing the composition of CSR Committee and CSR activities is attached as "Annexure-D"

d) Vigil Mechanism - Whistle Blower Policy:

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

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

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management
Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement,
whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in
place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of
the Company. The Policy is available on the website of the Company viz. https://www.ashapura.com/codepolicy.php. The Composition of the Risk
Management Committee is given in the Report on Corporate Governance.

f) Prevention of Sexual Harassment at Workplace:

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

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

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: NIL

b. number of complaints disposed of during the financial year: NIL

c. number of complaints pending as on end of the financial year: NIL

d. number of complaints pending for more than ninety days: NIL

The said Policy is available on the website of the Company viz. https://www.ashapura.com/codepolicy.php.

g) Related Party Transactions Policy:

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

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

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Company's website.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the
Companies Act, 2013, were on arm's length basis and in the ordinary course of business. Further, the disclosure of material related party transactions
as required under the Companies Act, 2013, in Form AOC-2 has been attached as "Annexure-E" to this report.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 40A)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

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

21. AUDITORS AND AUDITORS' REPORT:

A. Statutory Auditors:

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

The Auditors' Report for the financial year ended 31^st March, 2025 on the financial statements (Standalone & Consolidated) of the Company forms
part of this Annual Report.

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

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s S. S. Puranik and Associates, Cost Accountants were appointed as the Cost
Auditors of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company for the financial year
2025-26 at the remuneration of Rs. 1,62,565/- per annum plus Goods and Service Tax (GST) and out of-pocket expenses .

Your Company has received consent from M/s S. S. Puranik and Associates , to act as the Cost Auditors of your Company for the Financial Year
2025-26 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of
the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder.
The Cost Audit Report for the Financial Year 2023-24 was filed with the Ministry of Corporate Affairs on 11-09-2024.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the
Secretarial Audit of the Company for the Financial Year ended 31^st March, 2025.

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31^st March, 2025 is annexed with this report as "Annexure - B".

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

Company's Reply to the Secretarial Auditor's Observations:

"With respect to the Secretarial Auditor's observation on non-filing of e-Form DIR-12 for appointment/resignation of certain Directors, the Board
clarifies that repeated attempts were made to file the forms on the MCA portal, but the filing could not be completed due to persistent technical
glitches pertaining to the digital signatures of the outgoing Directors. Nevertheless, requisite disclosures were duly filed with the Stock Exchanges within
prescribed timelines. The Company affirms that there was no malafide intention and all efforts were made to ensure compliance ."

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of your
Company has appointed Shri Virendra Bhatt, Practicing Company Secretary (ACS No. 1157/COP No. 124, Peer Review Certificate No. 6489/2025)
as Secretarial Auditor of the Company for term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to the approval of the
Members. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

22. FRAUDS REPORTED BY AUDITOR:

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

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

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

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2024-25 which carried
out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company
periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the
Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on
a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened
in all the areas of operations.

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

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

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

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

26. EXTRACT OF ANNUAL RETURN:

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

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2025 as stipulated under Regulation 34 of the SEBI Listing
Regulations is set out separately which forms part of this Report.

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

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

31. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961 DURING THE YEAR UNDER REVIEW.

32. ACKNOWLEDGEMENT:

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

For and on Behalf of the Board of Directors

Sd/- Sd/-

CHETAN SHAH HEMUL SHAH

EXECUTIVE CHAIRMAN EXECUTIVE DIRECTOR & CEO
(DIN: 00018960) (DIN: 00058558)

Place: Mumbai
Date: 12^th August, 2025

E. & O.E. are regretted