Your Directors have pleasure in presenting the 33^rd Annual Report on the business and operation of the
Company together with audited statement of accounts for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS: (In Lakhs)

2. PERFORMANCE REVIEW & PROSPECTS FOR THE CURRENT YEAR

In the fiscal year under review, our company reported a turnover of Rs. 148.21 Lakhs, a
decrease from the previous year's turnover. This reduction highlights the challenging market
conditions and the obstacles we faced. Additionally, the company incurred a net profit of Rs.
01.69 Lakhs, contrasting with the net results of the prior year, indicating that our profitability
has been adversely affected. Despite these setbacks, the Board of Directors is actively
implementing strategic initiatives to drive growth. They remain optimistic that, barring any
unforeseen circumstances, the company's performance will improve in the current year. The
directors are committed to navigating through these challenges and are confident that their
ongoing efforts will pave the way for sustained growth and recovery.

3 TRANSFER TO RESERVES

The Board has decided not to propose transferring any amount to reserves. Consequently, die entire
profit for the year will remain in the Profit & Loss Account.

4 DIVIDEND

The Board of Directors does not recommend any dividend for die financial year ended 31^st March
2024 in order to conserve resources for future development.

5 CHANGE IN THE NATURE OF BUSINESS. IF ANY

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

6 LISTING

The Company continues to be listed on Bombay Stock Exchange (BSE). All the dues whether relating
to Stock Exchange, Depositories and Registrar & Transfer Agent stands paid. The company is duly
complying with all the requirements laid under SEBI (LODR) regulations, 2015. The ISIN of the
Equity shares of company is INE760M01016.

7 MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred
during the current year and from the end of year till date of this report.

8 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate Internal Control System, commensurate with its size, scale and
operations. The Internal Auditor monitors and evaluates die efficacy and adequacy of internal control
system in the Company, its compliance widi operating systems, accounting procedures and policies of
the Company.

During die year no reportable material weakness in the design or operation was observed.

9 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

There are no such orders passed by the regulators or courts or tribunals impacting the going concern
status and company’s operations in future.

10 SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, Company does not have any Subsidiary, Joint venture or Associate
Company. The Company is also not a subsidiary of any other company.

11 DEPOSITS:

During the year under review, your Company has neitiier invited nor accepted any deposits from the
public falling within die ambit of Section 73 of die Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. Furdier, there are no outstanding and/or overdue deposits as at
31^st March, 2023.

12 AUDITORS

• STATUTORY AUDITORS

M/s. Agrawal Shukla & Co. were appointed for dieir second term as the Statutory Auditors of
the Company in the 31^st Annual General meeting for term of 5 years till the conclusion of 36^th
Annual General Meeting of the Company, at a remuneration to be decided by the Board of
Directors in consultation with die Auditors.

However, they have tendered dieir resignation to act as die Statutory auditors of the Company
widi effect from July 22, 2024.

To fill up diis casual vacancy, die Board of Directors in its meeting held on August 20, 2024 have
approved the appointment of M/s Batra Deepak & Associates, Chartered Accountants (Firm

Registration No.: 005408C) as the Statutory Auditors of die Company till the conclusion of
ensuing Annual General Meeting. Your Company has received an eligibility letter from the
Auditors for their appointment in accordance with Sections 139 and 141 of the Act. Necessary
resolutions have been put in the ensuing Annual General Meeting for getting approval of
shareholders for appointment done in casual vacancy and also for further appointment for the
term of 5 years from the conclusion of Annual General Meeting.

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• SECRETARIAL AUDIT

In terms of provisions of Section 204 of the Companies Act, 2013 Act read widi the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors in
its Board meeting held on 20^th May, 2023 had appointed M/s. G Soni & Associates, a Practicing
Company Secretary firm for conducting secretarial audit of die Company for the financial year
under review.

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• INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 Uravashi Bhimani
Patel, Chartered Accountants were appointed as Internal Auditors for the Financial Year
under review.

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• MAINTENANCE OF COST RECORDS OR AUDIT

Your company is neither required to appoint Cost Auditors hi terms to the provisions of Section
148 of die Companies Act, 2013 read with die Companies (Cost Record and Audit) nor required
to maintain cost records during die year under review.

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13 AUDITORS OBSERVATION/REMARKS:

• STATUTORY AUDITOR

The observations, if any, made by the Statutory Auditors hi tiieir Auditors Report together with
the notes to accounts, as append diereto are self-explanatory and hence does not call for any
furdier explanation.

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BOARD’ REPLY TO THE REMARK OF AUDITOR’S OBSERVATION

This is reply to die remark mentioned under die report on odier legal and regulatory requirements
point no. 1 (k).

1. The delay of 25 days hi operating a feature of recording audit trail (edit log) facility was
inadvertent and it was operated throughout the year for all relevant transactions recorded in the
software.

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2. The Board of Directors of company is committed to maintaining the highest standards of
transparency, integrity and corporate governance. The board of directors determined after
consultation with technical team that the anomaly was the result of a technical issue ratiier than
deliberate tampering. Furdier the technical issue did not impact die accuracy of financial
reporting. The integrity of financial statements remains intact.

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• SECRETARIAL AUDIT

The Secretarial Audit Report received from the Secretarial Auditor of die Company for die
Financial Year 2023-24 is annexed herewith as ANNEXURE-A. The report does not contain any
qualification, reservation or adverse remark.

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• FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither die Statutory Auditor nor die Secretarial Auditor has
reported to die Audit Committee under Section 143(12) of die Companies Act 2013, any
instances of die fraud committed by die Company, its officers and employees, die details of which
would need to be mentioned in die Board Report.

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14 DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Appointment/Re-Appointment/Cessation

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As on 31st March, 2024, the Board of your Company comprises six directors including three
independent directors out of which one is a woman director.

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Pursuant to the provisions of section 203 of die Act, the key managerial personnel of the Company are
Mr. Hifzul Rahim (Managing Director); Mr. Tulsiram Sahu (Chief Financial Officer) and Mrs.
Garima Mogha (Company Secretary) as on 31^st March, 2024.

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i. Director Retiring by Rotation

In accordance widi provisions of the act and in terms of Articles of Association of the
Company Mr. Tulsi Ram Sahu, a director of the Company shall retire by rotation at die
ensuing Annual General Meeting and being eligible offers himself for reappointment. The
Board of Directors has recommended his re-appointment for die consideration of the
shareholders.

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ii. Appointment & Cessation

During the period under review. Board of directors (a) took note of die resignation of Mr.
Surendra Singh Sandliu effective from 20/11/2023 as the Director (b) approved the
appointment of Mr. Hifzul Rahim as an additional director hi the meeting held on 10/08/2023.
Subsequently, his appointment was regularized as a director at the Annual General Meetmg
on 29/09/2023. Furtiiennore, he was appointed as die Managing Director of the company
during die same General Meeting.

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b) Declaration by Directors under Section 164

As per die Declarations received from die Directors of die company, no directors are disqualified from
bemg appomted as Director of the Company under Section 164 of the Companies Act, 2013.

*

15 STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ravi Kamra, Mrs. Satyawati Parashar and Mr. Aditya Sharma continue to be on the Board as
Independent directors. The Company has received declarations from die Independent Directors of die
Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as provided in Section 149(6) of die Companies Act, 2013 and there has been no
change hi the circumstances which may affect then status as Independent Directors.

* ^

Further, diey have included their names hi the data bank of Independent Dhectors maintained widi the
Indian Institute of Corporate Affairs hi terms of Section 150 of die Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.

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16 SHARE CAPITAL

Audiorised Capital of the Company is Rs.3,75,00,000/- divided into 37,50,000 equity shares of
Rs.10.00 each furdier die issued, paid-up and subscribed capital stands at Rs.3,40,19,000.00 divided
into 34,01,900 equity shares of Rs.10.00 each. There have been no changes in the Share Capital of the
company. Further, Company has not -

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a. Issued any equity shares w ith differential rights during the year.

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b. Issued any sweat equity shares during the year

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c. Issued employee stock options during the year.

d. Made any provision for purchase of its own shares during die year.

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17 MANAGEMENT DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis Report for die year under review as stipulated under Schedule
V of SEBI (LODR) Regulations, 2015 is presented hi ANNEXURE-B.

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18 CORPORATE GOVERNANCE

Corporate governance is the system of rules, practices, and processes by which an organisation is
directed and controlled. It essentially involves balancing the interests of a company's stakeholders
such as shareholders, management executives, customers, suppliers, financiers, die government, and
the community. Company bemg listed on Bombay Stock Exchange and has duly entered mto the
Listing Agreement widi the Stock exchange and had been complying with all the applicable
requirements of SEBI (Listing Obligation & Disclosure Requirements), 2015 from time to time.

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Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D
and E of Schedule V of die SEBI (LODR), Regulations, 2015 are not applicable on your company as
it is not having paid up capital exceeding rupees ten crore and net wordi exceeding rupees twenty five
crore. Therefore, it is not required to provide a separate report on Corporate Governance.

19 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Durmg the year, the Company had not entered mto any contract/arrangenient/transaction with related
parties and dierefore which could be considered material or which are required to be reported hi Form
No. AOC-2 in terms of Section 134(3) (li) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. Therefore, AOC-2 is not required to be annexed widi the report.
Further details of transactions considered as related party transactions in terms of applicable
accounting standards are disclosed in the notes to the financial statements.

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20. ANNUAL RETURN

Pursuant to die provisions of Section 134(3) (a) of die Companies Act, 2013, the Annual Return of
your Company is disclosed on die website of the Company http://www.ashokarefmeries.com/.

21 CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

(A) Conservation of Energy - Not Applicable

(B) Technology Absorption

(i) Efforts made towards technology absorption: Not Applicable

(ii) Benefit derived like product improvement, cost reduction. Product development or import

substitution: Not Applicable

(iii) in case of imported technology (imported during the last tiiree years reckoned from the

beginning of the financial year)

(a) The details of technology absorption: Not Applicable

(b) The year of import: Not Applicable

(c) Wliedier die technology been fully absorbed: Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: Not Applicable

(e) The expenditure incurred on Research and Development: Not Applicable

(C) Foreign Exchange earnings and outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

22. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no policy or
disclosures are required to be made under the said section or applicable rules.

23. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 (four) times during the year under review. Proper notices of the meeting
were given to all the Directors and intimation were duly made to Stock Exchange regarding the
conducting of the Board Meeting and its outcome.

24. BOARD COMMITTEES & ITS MEETINGS

(A) COMPOSITION OF BOARD OF DIRECTORS

The Board of Directors of your Company as on 31^st March, 2024 consisted of Six Directors with
varied experience in different areas. The composition of the Board is in conformity with provisions of
Section 149 of the Companies Act, 2013 and also in line with applicable provisions of SEBI (LODR)
Regulation, 2015.

♦♦♦ M. D. = Managing Director, NEID = Non-executive Independent Director, D= Director
(B) COMPOSITION OF COMMITTEES

The Company has duly constituted the required Committees as per the mandate of the Companies
Act, 2013 and are subsequently in line with the Regulations of SEBI (LODR) Regulations, 2015 in
view of good governance. The members of the Committees are duly complying with their roles and
responsibilities as prescribed under the Act and Regulations from time to time.

• AUDIT COMMITTEE

It comprises of three members who duly met four times, discussed and recommended the required
agenda to the Board. During the year under review there being no item which was not considered
by the Board recommended by the Audit committee. The members of the Audit committee are as
follows:

1. Ravi Kamra, Independent Director, Chairman

2. Tulsi Ram Sahu, Executive Director, Member

3. Satyawati Parashar, Independent Director, Member

Chairman of Audit Committee was duly present at 32^nd Annual General Meeting of die Company
to address die shareholders.

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• NOMINATION & REMUNERATION COMMITTEE

Your Company has duly constituted Nomination & Remuneration Committee. The composition
of the Nomination & Remuneration Committee is as per die mandate of Section 178 of die
Companies Act 2013 and applicable provisions of the SEBI (LODR), Regulations 2015. The
committee consists of all non-executive Independent Directors. The members of die Nomination
& Remuneration Committee are as follows:

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1. Mr. Ravi Kamra - Independent Director (Chairman)

2. Mr. Satyawati Parashar- Independent Director (Member)

3. Mr. Aditya Sliarma - Independent Director (Member)

During the year, die committee met on 10^th August 2023 with full attendance of all the members.

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The contents of the Nomination & Remuneration Policy can be found on website of the company
www.ashokarefmeries.com.

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• STAKEHOLDERS RELATIONSHIP COMMITTEE.

The company has a duly constituted Stakeholders Relationship Committee under the provisions of
Section 178(5) of Companies Act, 2013. The Committee consists of following members:

Sliri Ravi Kamra, Independent Director-Chairman
Sliri Tulsi Ram Sahu, Director & CFO -Member

Sliri Surendra Singh Sandliu, Managing Director (Resigned w.e.f20/11/2023)-Member
Sri Hifzul Rahim-Member (Appointed w. e.f09/02/2024)

This Committee is primarily responsible to review all matters connected with the Company’s
Transfer / transmission of securities and redressal of shareholder’s / mvestor’s / security holder’s
complaints.

• FINANCE AND INVESTMENT COMMITTEE

The company has a duly constituted Finance and Investment Committee under die provisions of
Section 179 of Companies Act, 2013. The Committee consists of following members:

Sliri Mansoor Ahmed, Director- Chairman
Sliri Ravi Kamra, Independent Director-
Sliri Tulsi Ram Sahu, Director & CFO -Member

The committee was constituted on 20/05/2023 by the board of directors. The committee is
primarily responsible to invest the surplus funds of the company.

25 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, and Investments covered under die provisions of Section 186 of the
Companies Act, 2013 are given in Notes to the Financial Statements. Your Company has not extended
corporate guarantee on behalf of any odier Company.

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26 DISCLOSURE OF REMUNERATION

The information as per Section 197 read with Rule 5 of die Companies (Appointinent and
Remuneration of Managerial Personnel) Rules, 2014 is appended as ANNEXURE C to die Board's
Report.

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As per Section 197(12) read witii Rule 5 of the Companies (Appointinent and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names of employees and other
particulars of die top ten employees and employees drawmg remuneration hi excess of the limits as
provided in die said rules. However, no remuneration has been paid to any of the employees of the
Company hi excess of die prescribed limits.

27 RISK MANAGEMENT POLICY

Risk Management is a very important part of business as it is an inherent part of any business unless
and until a Company takes a risk can’t achieve success. Therefore, your directors keep a close watch
on the risk prone areas and take appropriate actions from time to time. The policy of the Company is
to comply with statutory requirements and try to overcome die risk of penalties and prosecutions.

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The policy of the Company is to keep hisured all insurable assets to keep diem adequately insured
agahist risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc. However, the
Company does not have any insurable assets durhig the period under review.

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28 DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of die Companies Act, 2013, widi respect to Directors’
Responsibility Statement, it is hereby confirmed:-

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i. In die preparation of die annual accounts for the year ended 31^st March, 2024, die applicable
accounting standards had been followed along widi proper explanation relating to material
departures;

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ii. The dhectors have ensured tiiat all applicable accounting policies are applied by them
consistently and directors have made judgments and estimates that are reasonable and
prudent so as to give a true and fah view of the state of affairs of die company as at 31^st
March, 2024 and of die profit and loss of die Company for diat period;

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iii. That proper and sufficient care has been taken for die maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding die
assets of die Company and for preventing and detecting fraud and odier irregularities;

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iv. That die accounts for die financial year ended 31st March, 2024 have been prepared on a
'going concern' basis;

v. That internal financial controls were in place and that such internal financial controls were
adequate and were operatmg effectively; and

vi. That proper system to ensure compliance with the provisions of all applicable laws are in
place and was adequate and operating effectively.

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29. PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company during the year under review had less than 10 employees and thus the requirement of
constitution of internal complaints committee under die provisions of Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable. Further, no complaint for sexual harassment
has been received / pending during the year. Thus, reporting to the district officer under Section 22 of
the said act of cases filed, pending and disposed does not apply.

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30 FORMAL ANNUAL EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Pursuant to die provisions of Section 134(3)(p) of die Companies Act, 2013 and applicable provisions
of die SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, mdividual directors as well as
the evaluation of die working of its Board Commidees. Performance evaluation of independent
directors was done by the entire board, excluding die independent director bemg evaluated.

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31 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company includes a Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any. Further, die mechanism adopted by die Company encourages a
whistle blower to report genuine concerns or grievances and provides for adequate safeguards against
victimisation of die whistle blower who avails of such mechanism as well as direct access to die
Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by die Audit
Committee from time to time. None of the whistle blowers have been denied access to the Audit
Committee of die Board.

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32 COMPANY’S WEBSITE

Your Company has its fully functional website https://www.ashokarefmeries.com/ which has been
designed to exhibit all the relevant details about the Company. The site carries a comprehensive
database of information of the Company including the Financial Results of your Company,
Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, busmess activities of
your Company. All die mandatory information and disclosures as per the requirements of the
Companies Act, 2013, rules made thereunder and applicable provisions of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.

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33 COMPLIANCES WITH SECRETARIAL STANDARDS

The Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India
(ICSI) have been duly complied with by die Company.

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34 CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance widi die provisions of SEBI (Prohibition of Insider Tradmg) Regulations, 2015, your
Company has formulated and adopted “Code of Conduct for Regulating & Reporting Trading by
Insiders and For Fair Disclosure, 2015”. The said Code of Conduct is uploaded on die website of die
Company at https ://www.ashokarefineries.com/.

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35 OTHER DISCLOSURES

a. There are no applications made durmg the financial year 2023-24 by or agamst the company
and there are no proceedings pending under die Insolvency and Bankruptcy Code 2016.

b. The Company has not carried out any valuation during the year and not settled any amount as
one tune settlement and further not carried any valuation at die time of taking loan from die
bank or financial institution.

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36 ACKNOWLEDGEMENT

Your directors wish to place on record their smcere appreciation for contributions made by employees
of the company and cooperation extended by die bankers and all persons who have directly and
indirectly contributed to die success of die company.

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Your directors also acknowledge die trust and confidence you have reposed in die company.

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BY AND ON BEHALF OF THE BOARD
Ashoka Refineries Limited

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Sd/- Sd/-

Dated: 20/08/2024 (Hifzul Rahim) (Tulsi Ram Sahu)

Place: Raipur (C.G.) Managing Director Director & CFO

DIN 08491854 DIN 01395347

Add: Raipur, Chhattisgarh Add: Raipur, Chhattisgarh