DEAR MEMBERS

The Board of Directors present herewith the 33^rd Annual Report of the Company along with the Audited Financial Statement and Auditors Report for the financial year ended March 31, 2024.

STATE OF COMPANY AFFAIRS

There was no operational income during the financial year 2023-24.

The Company has disposed off its entire plant and machineries and used the sale proceeds for given short-term loans and advances to generate income.

SKYBRIDGE INCAP ADVISORY LLP HAS OFFERED OPEN OFFER FOR ACQUISITION OF EQUITY SHARES UP TO 27,08,444 (TWENTY-SEVEN LAKHS EIGHT THOUSAND FOUR HUNDRED AND FORTY-FOUR) EQUITY SHARES, REPRESENTING 26.00% (TWENTY-SIX PERCENT) OF THE VOTING SHARE CAPITAL OF ASL INDUSTRIES LIMITED IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS 3 (1) AND 4, AND SUCH OTHER APPLICABLE PROVISIONS OF THE SECURITIES ANDEXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 FROM THE PUBLIC SHAREHOLDERS OF ASL INDUSTRIES LIMITED.

FINANCIAL SUMMERY

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserve for the financial Year.

DIVIDEND

No dividend is declared for the Financial Year.

SHARE CAPITAL

There was no change in the Authorized and Paid-up Share Capital of the Company. The Authorized Capital of the Company is Rs. 11,00,00,000/- and the Subscribed, Issued and Paid-up share Capital of the Company is Rs. 10,41,70,900/- divided into 1,04,17,090 fully paid-up Equity Shares.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans given, investments made, guarantees and securities provided during the year are disclosed in Note 13 of the Financial Statements forming part of the Annual

Report.

RELATED PARTY TRANSACTIONS

All the related Party Transactions have taken place at arm’s length. The details of which are available in Note 21 of the financial statement.

STATUTORY AUDITORS

M/s. TDK & Co., Chartered Accountants, (FRN:109804W), were appointed as the Statutory Auditors of the company for a period of five years from the conclusion of the 32^nd Annual General Meeting to be held in the year 2023 till the conclusion of 37^th Annual General Meeting to be held in the year 2028.

AUDITOR’S REPORT

The reports given by the Auditors on the Standalone Financial Statements of the Company for the financial year ended March 31, 2024 forms a part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143 (12) of the Act.

SECRETARIAL AUDIT AND REPORT

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Shikha Naredi & Associates as the Secretarial Auditor of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed to this Board’s Report as Annexure - I.

COST AUDIT

The provisions of Section 148 (1), of the Act is not applicable to the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES The company does not have any subsidiary/joint ventures/ wholly-owned subsidiary.

CORPORATE GOVERNANCE

ASL Industries Limited is listed with NSE, SME Platform and therefore as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation of regulation 46 and para C, D and E of Schedule V is not applicable to the entity.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company.

INTERNAL FINANCIAL CONTROL

The details of the internal financial control systems and their adequacy are included in Management Discussions and Analysis Report, which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. There are no changes in the Board of Directors of the Company.

2. Mr. Dilip Kumar Goyal, is liable to retire by rotation and being eligible for re-appointment.

3. There was no change in Key Managerial Personnel of the Company as prescribed under section 203 of the Companies Act, 2013 during the year 2023-2024.

4. Mrs. Jayshree Goyal, Director, has tendered her resignation at the Board Meeting held on 27-08-2024.

5. Mr. Kiran Dilip Thakore (DIN: 03140791), has been appointed as a Non-Execurive, Non-Independent Director with effect from 27-08-2024, subject to the approval of the Shareholders in the ensuing AGM.

6. All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

BOARD MEETINGS

During the year, four meetings of the Board of Directors were convened and held on 30^th May, 2023, 25^th August, 2023, 8^th November, 2023 and 5^th February, 2024.

RISK MANAGEMENT POLICY

Since the Company is not in operation, the Risk management policy has not been adopted.

AUDIT COMMITTEE

The Board had constituted an Audit Committee comprising of Mr. Murari Lal Khandelwal, Independent

Director as the Chairman, Mr. Ashish Lodha and Mr. Dilip Kumar Goyal as the Members.

NOMINATION AND REMUNERATION COMMITTEE

The Board had constituted nomination and remuneration committee comprising of Mr. Murari Lal

Khandelwal, Independent Director as the Chairman, Mr. Ashish Lodha and Mr. Dilip Kumar Goyal as the

Members.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board had constituted Stakeholder relationship committee comprising of Mr. Murari Lal Khandelwal,

Independent Director as the Chairman, Mr. Ashish Lodha and Mr. Dilip Kumar Goyal as the Members.

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your

Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

1. That in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

5. That 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; and

6. That 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.

DEPOSITS

The Company has not invited/accepted any deposits during the financial year.

VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy and has established vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act.

MANAGERIAL REMUNERATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company’s website at http://www.aslindustries.in.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the operations are closed, the information regarding conservation of energy and technology absorption is ‘NIL’

FOREIGN EXCHANGE EARNINGS AND OUTGO

There have been no foreign exchange earnings and outgo during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis Report is attached marked as Annexure-II.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review:

(i) There were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report apart form that already mentioned in the Report.

(ii) the Company has no obligatory requirement to set up any committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

(iii) there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

(iv) There was no instance of one-time settlement with any Bank or Financial Institution.

(v) There are 2 employees during the year under review.

(vi) The Company has not Issue equity shares with differential rights as to dividend, voting or otherwise.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the help, guidance and support received form the Statutory Auditors and all business partners/associates.