Your Directors have great pleasure in presenting 33rd Annual Report together with the Audited Financial
statement of Accounts for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS: (In Lakhs)

2. RESULTS OF OPERATION:

During the Year under review, the Company has made an operating loss of Rs.91.12 Lakhs against a loss of
Rs. 35.39 Lakhs in previous year.

3. SHARE CAPITAL:

There was increase in Authorised Capital of the company from Rs.15,00,00,000 (Rupees Fifteen Crore only)
divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity shares of Rs.10/- (Rupees Ten Each) to Rs.
95,00,00,000 (Rupees Ninty Five Crore Only) divided into 9,50,00,000 (Nine Crore Fifty Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten Each).

4. PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The company does not have any Subsidiary, Joint Venture or Associate Company and therefore provision
with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

5. DIVIDEND:

During the period, your directors does not recommend any dividend for the year.

6. TRANSFER TO RESERVES:

During the financial year 2023-24, the Company has not transferred any amount to reserves.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Registrar of Companies, Mumbai has approved the e-form INC-22 on 11^th August, 2023 for the
purpose of shifting of registered office from State of Maharashtra to State of Tamilnadu, from Jurisdiction
of ROC Mumbai to ROC Coimbatore.

8. PUBLIC DEPOSITS:

During the period under review, the Company has neither accepted nor invited any Public deposits and
hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:

With an aim to enhance its financial flexibility and create opportunities for future growth and
investment the company, management decided to increase its Authorised Share Capital from from
Rs.15,00,00,000 (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity
shares of Rs.10/- (Rupees Ten Each) to Rs. 95,00,00,000 (Rupees Ninty Five Crore Only) divided into
9,50,00,000 (Nine Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Each) and in this regard
got their Shareholder's Approval in their meeting held on 11^th September, 2023.

There was alteration in capital clause of Memorandum of Association of the Company pursuant to
increase in Authorized share capital

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The company has not given any loans or guarantees and not made any investments as covered under the
provisions of section 186 of the Companies Act, 2013 during the financial year 2023- 2024.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5)
(viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor
business processes, financial reporting and compliance with applicable regulations and they are operating
effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The
Committee also reviews the observations forming part of internal auditors' report, key issues and areas of
improvement, significant processes and accounting policies.

12. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to
Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
personnel) Rules 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, following appointment & resignation of Directors and Key Managerial
Personnel took place:

A) Appointment of Mrs. Manjusha Ramakrishnan Puthenpurakkal (DIN: 09427053)as an Independent
Director of the Company in the Annual General Meeting held on 11^th September, 2023 for a term of
five (5) consecutive years up to 13^th November, 2027.

B) Regularisation of Additional Director Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN:
00722626) as Non-Exective Director of the Company in the Annual General Meeting held on 11^th
September, 2023.

C) Cessation of Mr. Ramakrishinan Areekuzhiyil (DIN: 00491681), Non-Executive Independent Director of
the Company due to his demise on 1^st October 2023.

D) Resignation of Mr. Swafvan Muhammedali Karuvathil, Chief Financial Officer and key Managerial
Personnel of the Company w.e.f. 31^st January, 2024.

E) Appointment of Mr. George C Chacko as Chief Financial Officer of the Company with effect from 08^th
February 2024.

F) Appointment of Mr. Ali Thonikkadavath as an Additional-Non-Executive Director of the Company in the
Board meeting w.e.f 08^th February, 2024.

G) Appointment of Mr. Mohammed Kabeer as Additional-Non-Executive Independent Director of the
Company in the Board meeting w.e.f 08^th February, 2024.

H) Appointment of Mr. Pattasseri Alavi Haji as Additional-Non-Executive Independent Director of the
Company in the Board meeting w.e.f 08^th February, 2024.

I) During the year, Mr. Abdul Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) and Dr. Rajesh
Puthussery (DIN: 09270524), Directors of the Company were required to retire by rotation & were
appointed as eligible for being re- appointed.

14. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under
Section 149(7) of the Companies Act, 2013 read withRule 6 of Companies (Appointment and Qualification

of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence
laid down in Section 149(6).

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 8th February, 2024 as per schedule IV of the
Companies Act, 2013.

C. Familiarisation Programme for Independent Directors:

The familiarization programme aims to provide Independent Directors with the Hospital industry
scenario, the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable them to
take well informed decisions in a timely manner. The familiarization programme also seeks to update the
Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The
Familiarization programme for F.Y 2023-2024 along with the hours spent on the Programme by the
Independent Directors is posted on Company's website at https://www.abateas.com/

15. COMPOSITION OF COMMITTEES OF THE BOARD:

Audit committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

• Dr. Adv Arikuzhiyan Samsudeen- Promoter,Director

Nomination Remuneration committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

Stakeholders Relationship committee

• Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)

• Ms. Julie G Varghese- Independent Director

• Mrs. Indu Ravindran - Independent Director

During the year Audit Committee, Stakeholders' Relationship Committee and Nomination and
Remuneration Committee were reconstituted in the Board Meeting held on 11th November, 2023 due to
sad demise of Mr. Ramakrishnan Areekuzhiyil (00491681) Independent & Non-Executive Director of our
Company.

NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies
and review the financial performance of the Company. The Board Meetings are pre¬
scheduled, and a tentative annual calendar of the Board is circulated to the Directors well
in advance to facilitate the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under
Section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

16. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and itsCommittees
were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the followingkey areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board
of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of
Company Secretaries of India during the financial year 2023-24.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect toDirectors'
Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standard had been followed along
with proper explanation relating to material departures

(ii) 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 or Loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provision of this Act for safeguarding the assets of theCompany and for preventing and
detecting fraud and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) 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.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating.

19. DETAILS OF POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 which are placed on the website of the Company.

• Code of Conduct for Directors and Senior Management Executives

• Code of Conduct for Insider Trading

• Code of Fair Disclosure of Unpublished Price Sensitive Info

• Web Archival Policy

• Sexual Harassment Policy

• Policy on Materiality Events

• Policy on Nomination and Remuneration

• Policy on Preservation of Documents

• Policy on Related Party T ransactions

• Whistle Blower or Vigil Mechanism Policy

20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading)
Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure
compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the
Code.

21. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid the annual Listing Fees
for the year 2023-24.

22. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the AnnualReturn of the Company as at
March 31, 2024 is uploaded on the website of the Company and canbe accessed at https://www.abateas.com/

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors have set up the Whistle Blower Policy i.e., Vigil Mechanism for Directors and
Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or
violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available
at Company's Website https://www.abateas.com/ .

There was no reporting made by any employee for violations of applicable laws and regulations and the

Code of Conduct for the F.Y. 2023-24.

24. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Act, details of which needs to be mentioned in this Report.

25. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS

M/s. Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No.CR2052) were appointed as
Statutory Auditors of the Company from the conclusion of 31^st Annual General Meeting till the
conclusion of the 36^th Annual General Meeting to be held in the calendar year 2027 for a period of Five
(5) years.

The Auditors' Report for Financial Year ended 31^st March 2024 does not contain any qualification,
reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation
or comment on the same. The Auditors' Report is enclosed with the financial statements in the Annual
Report and the same is self-explanatory.

B. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. Lakshmmi Subramanian & Associates,
Practicing Company Secretaries as Secretarial Auditor of the Company w.e.f 11^th November, 2023 for the
financial year 2023- 2024. The Secretarial audit report for the financial year ended March 31, 2024 is
annexed to this Report in Annexure-1.

C. INTERNAL AUDITORS:

The company had appointed A. John Moris & Co., Chartered Accountants, as Internal Auditor of the
company for Financial Year 2023-2024.

26. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to key businessobjectives. Major risks
identified by the businesses and functions are systematically addressed also discussed at the meetings of
the Audit Committee and the Board of Directors of the Company. The details of risks perceived by the
Management are annexed as part of the Management Discussion and Analysis Report.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34
of the SEBI(LODR) Regulations, 2015, is annexed as Annexure-2" to this report.

28. CORPORATE GOVERNANCE:

As on 31st March, 2024, the Company's Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25
Crores respectively. Hence, compliance with respect to Regulations 17-27 of SEBI Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015 will not apply to the company.

29. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits
are not breached, a report on CSR activities is not annexed in this Annual report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All related party transactions that were entered into during the financial year were on arm's length basis
and were in the ordinary course of the business. There are no materially significant related party
transactions during the year, which, in the opinion of the Board, may have potential conflicts with the larger
interests of the Company. The details of transactions with related parties have been disclosed in form AOC-
2 as Annexure-3 and form part of this Annual Report.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions to
regulate transactions between the Company and its related parties, in compliance with the applicable provisions
of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.The policy is uploaded and can be viewed on
the Company's website https://www.abateas.com/.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at
the workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed
on the Company's website https://www.abateas.com/.

During the year and under review the Company has not received any complaints on sexual harassment.

32. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

(A) Conservation of energy: -

i. The steps taken or impact on conservation of energy: N.A.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conservation equipment: N.A.

(B) Technology absorption: _

i. The efforts made towards technology absorption: N.A

ii. The benefits derived like product improvement, cost reduction product development or import
substitution: N.A

iii. In case of imported technology (imported during the last three years reckoned from the beginning
of the financial year) -

a) The details of technology imported: N.A

b) The year of import: N.A

c) Whether the technology been fully absorbed. N.A.

iv. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and:
N.A.

The expenditure incurred on Research and Development. N.A.

(C) Foreign Exchange Earnings And Outgo: NIL

33. PENALTY & FEES:

During the year, the Company has received show cause notice from Mumbai, ROC for delay in filing of E-form
BEN-2 as required under section 90 of the Companies Act, 2023 read with rule 4 of the Companies (Significant
Beneficial Owners) Rules, 2018 amounting to Rs. 1,61,500 ( Rupees One Lakh Sixty One Thousand Five
Hundred Only). However, Company has made a representation for waiver of penalty to ROC, Mumbai and
awaiting for their order.

34. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation receivedfrom the
financial institutions, banks, Government authorities, vendors and members during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the committed services by the
management team and staff of the Company.

35. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the meaning
of applicable securities, laws and regulations. Various factors such as economic conditions, changes in
government regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.

By order of the Board of Directors

For Abate AS Industries Limited
(Formerly Known as Trijal Industries Limited)

Sd/-

Dr. Adv. A. Samsudeen
(DIN: 01812828)
Chairman & Non-Executive Director

Place: Perinthalmanna
Date: 12^th August, 2024