Directors Report of Asgard Alcobev Ltd.

The Board of Directors ("the Board”) are pleased to present the 42nd Annual Report of Asgard Alcobev Limited (formerly
known as Banganga Paper Industries Limited) ("the Company”) together with Audited Financial Statements of the
Company for the Financial Year ("FY”) ended March 31, 2026.

01. FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

02. DIVIDEND

Your directors have decided not to declare any dividend for the financial year 2025-26. This is mainly due to conserve
the financial resources of the Company for future growth of the Company.

03. TRANSFER TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year ended on March 2026. The entire
amount of profit of FY 2025-26 has been retained under retain earnings and not transferred to General reserve.

04. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year under review, the Company underwent a change in the nature of its business from the
paper industry to the alcoholic beverages business, pursuant to the alteration of its Main Objects and consequent
change in the principal business activities of the Company.

05. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF BOARD''S
REPORT:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments
affecting the financial position of the Company which have occurred during the financial year ended on 31st March
2026 and between the end of the financial year and the date of this Report.

06. STATE OF COMPANY''S AFFAIRS AND REVIEW OF BUSINESS OPERATIONS & FUTURE
PROSPECTS:

Standalone:

During the year under review, the Company has not generated any revenue from operations. Profit before interest,
tax, depreciation, and amortization (''EBITDA'') decreased from Rs. (15.58) Lakhs in FY 2024-25 to Rs. (28.04) Lakhs in
FY 2025-26. Profit after tax from Operations increased from Rs. (15.58) Lakhs in FY 2024-25 to Rs. 56.34 Lakhs in FY
2025-26. Earnings per share have increased from Rs. (0.01) per share in the FY 2024-25 to Rs. 0.04 per share in FY
2025-26.

Consolidated:

During the year under review, revenue from operations has increased from Rs. 5,809.63 Lakhs in FY 2024-25 to Rs.
10,150.68 Lakhs in FY 2025-26. Profit before interest, tax, depreciation, and amortization (''EBITDA'') increased from Rs.
490.13 Lakhs in FY 2024-25 to Rs. 719.30 Lakhs in FY 2025-26. Profit after tax from Operations decreased from Rs.
188.28 Lakhs in FY 2024-25 to Rs. 148.95 Lakhs in FY 2025-26. Earnings per share have decreased from Rs. 0.16 per
share in the FY 2024-25 to Rs. 0.10 per share in the FY 2025-26.

07. PREFERENTIAL ALLOTMENT OF EQUITY SHARES AND ISSUE OF WARRANTS

a) Allotment of Equity Shares under Preferential Issue

The Board of Directors have issued and allotted 15,10,64,917 Equity shares of Re. 1/- each at a price of Rs. 1.45 per
Equity Shares including premium of Rs. 0.45 per equity shares aggregating to Rs. 2190.44 Lakhs on preferential
basis on 17th February, 2026 by way of consideration other than cash (Swap of Share).

b) Allotment of Equity Shares under Preferential Issue

The Board of Directors have issued and allotted 3,90,10,000 Equity shares of Re. 1/- each at a price of Rs. 1.45 per
Equity Shares including premium of Rs. 0.45 per equity shares aggregating to Rs. 565.64 Lakhs on preferential
basis on 17th February, 2026 (For Cash Consideration).

c) Allotment of Convertible Warrants

The Company allotted 2,20,00,000 Convertible Warrants at a price of Rs. 1.45 including premium of Rs. 0.45 on
17th February, 2026.

d) Allotment of Equity Shares under Preferential Issue

The Board of Directors have issued and allotted 16,70,000 Equity shares of Re. 1/- each at a price of Rs. 1.45 per
Equity Shares including premium of Rs. 0.45 per equity shares aggregating to Rs. 24.21 Lakhs on preferential
basis on 18th February, 2026.

08. SHARE CAPITAL AND CHANGE THEREIN

Authorised Share Capital

During the Financial year under review, the Authorised Share Capital of the Company has been increased from
Rs. 12,00,00,000 divided into 12,00,00,000 (Twelve Crores) Equity Shares of Re. 1/- (Rupee One only) each to Rs.
36,00,00,000 divided into 36,00,00,000 (Thirty-Six Crores) Equity Shares of Re. 1/- (Rupee One only) each with the
consent of members of the Company by passing ordinary Resolution at the Extra Ordinary General Meeting held on
14th January, 2026.

Issued, Subscribed and Paid-Up Share Capital
Equity Share Capital

During the Financial year under review, the issued, subscribed and paid-up Equity Share Capital of the Company
has been increased from Rs. 11,97,88,000 consisting of 11,97,88,000 Equity Shares of Re. 1/- each to Rs. 31,15,32,917
consisting of 31,15,32,917 Equity Shares of Re.1/- each.

Preference Share Capital

Your Company has not issued any Preference Shares during the year under review.

Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

09. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND
CHANGE THEREIN

During the year under review, there were changes in the composition of the board of directors and KMP of the
company.

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following persons were acting as Key Managerial Personnel
of the Company as on 31st March, 2026:

i. Mr. Ronak Jain: Managing Director

ii. Mr. Binit Singhania: CFO

iii. Mr. Jitendra Rajendra Patil: Company Secretary cum Compliance Officer
There were following changes in the composition of the Board of Directors:

Further, after the Financial Year under review Mrs. Gauri Satish Chiplunkar has resigned from the position of the
Independent Director w.e.f 17/06/2026

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section
164(2) of the Act.

10. INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are independent of the management and they have complied with the code for Independent
prescribed in Schedule IV of the Act.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgment and without any external influence. The Board
of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in
terms of Section 149(13) of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess
requisite qualifications, experience and expertise in their relative fields and that they hold highest standards of
integrity.

11. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING PROFICIENCY) OF THE INDEPENDENT DIRECTORS:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well
experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and
proficiency. Their qualifications, specialized domain knowledge, strategic thinking, decision making and vast
experience in varied fields has immensely contributed in strengthening the Company''s processes to align the same
with good industry practices.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in
place a Familiarisation Programs for the Independent Directors to familiarise them with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.
The details of the Familiarisation Programme imparted to Independent Directors are also available on the Company''s
official website at www.asgardalcobev.com.

13. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the Chairperson, Board''s
Committees, as well as, Directors individually including performance of Independent Directors, after seeking inputs
from all the Directors/Committee members and finds it satisfactory. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.

Your Company has also received declaration from all the Directors and senior management personnel on compliance
of Code of Conduct as, formulated by the Company.

14. BOARD AND COMMITTEE MEETINGS

During the Financial Year 2025-26 under review, 13 (Thirteen) meetings of the Board of Directors were held in
accordance with the provisions of the Companies Act, 2013 read with rules made there under and the applicable
secretarial standards. The details of the Board Meetings with regard to their dates and attendance of each of the
Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report
of the Company. The intervening gap between the meetings of Board of Directors of the Company were within the
period prescribed under the Act.

Details of Committee Meetings of Board of Directors

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to
time viz.

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee and

The Composition of all such Committees, number of meetings held during the year under review, attendance of each
of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report. All the recommendations made by the Committees
were accepted by the Board.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year
where recommendations of the Audit Committee were not accepted by the Board of Directors.

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, Two Separate meeting of Independent Directors was held on 17th December, 2025
and 19th March, 2026. The details of the Independent Directors Meeting and the attendance of the Directors etc. are
provided in the Corporate Governance Report, which forms part of this Report.

16. LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to remain listed on BSE Limited ("BSE”). The annual listing fees for the
2026-27 has been paid.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C) of the Companies Act, 2013, in relation to financial statements
of the Company for the year ended 31st March, 2026 the Board hereby submits its Responsibility Statements that: -

a) In the preparation of the annual accounts, the applicable 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 devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

f) Internal financial controls (as required by explanation to section 134(5)(e) of the Act) is being followed by the
Company and that such internal financial controls are adequate and were operating effectively;

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes forming part of the Financial Statements and forms a part of this Annual Report.

19. UTILISATION OF PROCEEDS OF PRIVATE PLACEMENT AND WARRANTS

Your Company has also fully utilized the proceeds of private placement in the third quarter of the financial 2025¬
26 and there was no deviation / variation in utilisation of funds raised in respect of the private placement of the
Company.

20. INDUSTRIAL RELATIONS

During the year under review, the Industrial Relations remained cordial. Your Company is committed to uphold its
excellent reputation in the field of Industrial relations.

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

The Company has zero tolerance for sexual harassment at its workplace and 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 thereunder for prevention
and redressal of complaints of sexual harassment at workplace.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act”) and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC”) for its
workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company
has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry
process with clear timelines for resolution.

The Policy is uploaded on the website of the Company at www.asgardalcobev.com.

During the Year under review, the details regarding complaints on sexual harassment are given as under.

Further, as a part of mandatory disclosures, the details / disclosure pertaining to number of complaints filed and
disposed during the FY 2025-26 and pending as on end of the financial year i.e. 31st March, 2026 has been provided
in the Corporate Governance Report which is forming part of this Report.

22. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

During the FY 2025-26, the Company has implemented the policy for the benefit of the maternity in compliance of
the provisions of the Maternity Benefit Act, 1961.

During the Year under review, there was no any application received for the maternity leave and for other benefits
applicable under the Maternity Benefit Act, 1961.

23. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available
on our website at www.asgardalcobev.com.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to section 197 (12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company
is given in Annexure "A". The disclosure is available for inspection by the Members at the Registered Office of
your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any
Member interested in obtaining such information may send their email to [email protected].

There is no Employee in the company who was / is drawing remuneration more than managerial personnel nor there
did any employee who has drawn remuneration more than Rs. 102.00 Lakhs p.a. or 8.50 Lakhs p.m. as describe under
Rules Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the financial year, the Company has acquired a subsidiary CMJ Breweries Private Limited with effect from
17th February 2026. Moreover, the Banganga Paper Mills Limited ceased to be subsidiary as on 09th February 2026.
Further, the company have one material subsidiary in terms of Companies Act, 2013 read with Listing Regulations.

The Company has prepared consolidation of Financial Statement and pursuant to provisions of Section 129(3) of
the Companies Act, 2013 (the "Act”) read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is set out as Annexure-"B"
to this report.

The Company does not have any joint venture or associate company.

26. RELATED PARTY TRANSACTIONS

The Company has not entered into any Related Party Transactions as defined under Section 188 of the Companies
Act,2013. Hence, the requirement of disclosures of Related Party Transactions in form AOC-2 is not applicable.

27. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The disclosures relating to conservation of energy and technology absorption are nil. There were no foreign
exchange earnings or outgo for the year under review.

28. ANNUAL RETURN

As per provisions of Section 92 and 134(3) (a) of the Companies Act, 2013 read with Rules made thereunder, the
Annual Return in Form no. MGT-7 for the FY 2025-26 is placed on the website of the Company, web-link of which is
www.asgardalcobev.com

29. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company, as it does not meet the
prescribed criteria during the financial year under review. Accordingly, the Company was not required to constitute
a Corporate Social Responsibility Committee or formulate a Corporate Social Responsibility Policy.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a well-defined Whistle Blower Policy and has established Vigil Mechanism which provides
adequate safeguards against victimization of Reporting persons who follow such mechanism and also make
provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism / Whistle
Blower Policy has been placed on the Company''s website www.asgardalcobev.com.

31. POLICY ON NOMINATION AND REMUNERATION

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and
Remuneration policy which has been uploaded on the Company''s website.

The details with respect to terms of Reference are provided in the Corporate Governance Report form part of this
report.

32. RISK MANAGEMENT POLICY

The Risk Management Process is designed to safeguard the organisation from various risks through adequate
and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the

business. The potential risks are inventoried and integrated with the management process so that they receive the
necessary consideration during decision making. It is dealt with in greater details in the management discussion
and analysis section.

33. FINANCE

During the year under review, your Company availed various financial facilities from the existing Bankers as per the
business requirements. Your Company has been regular in paying interest and in repayment of the principal amount
of the term lenders.

34. AUDITORS

A) STATUTORY AUDITORS

M/s. Batliboi & Purohit Chartered Accountants, (FRN: 101048W) were appointed as Statutory Auditor of the
Company for the Financial Year 2025-26 due to casual vacancy caused by the resignation of M/s. Jain Chhajed
& Associates, Chartered Accountants, (Firm Registration No. 127911W), to hold office until the conclusion of this
42nd Annual General Meeting, on such remuneration as may be fixed by the Board of Directors in consultation
with them.

The Statutory Auditors'' report does not contain any qualification, reservation or adverse remark and is self¬
explanatory and unmodified and thus does not require any further clarifications / comments.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board has recommended to appoint Mrs. Kalpana Srinivasan, Company
Secretary in Practice, as Secretarial Auditors to undertake Secretarial Audit of the Company for first term of
five years respectively ending on March 31, 2031.

The Secretarial Audit Report for the financial year 2025-26 is annexed herewith as Annexure "C”. Following
observations has been made by the Secretarial Auditor in her Report.

C) COST AUDITOR

In terms of Section 148 of the Act, the Company is not required to maintain cost records and have the audit of
its cost records conducted by a Cost Accountant.

D) INTERNAL AUDITORS

M/s. N C Karnany & Co, Chartered Accountants, have been appointed as Internal Auditors for conducting internal
audit of the Company for the financial year 2025-26 & 2026-27.

35. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW

During the FY 2025-26, The Auditors have not reported any instances of frauds committed in your 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.

36. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS &
ANALYSIS REPORT

The Company has complied with all the applicable requirements of Corporate Governance as stipulated in
Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. A Separate Report on Corporate Governance and a Certificate
obtained from Mrs. Kalpana Srinivasan, Practising Company Secretaries, regarding compliance with the conditions
of Corporate Governance is annexed as Annexure "D".

A statement on Management Discussions & Analysis Report which forms part of this Report is annexed as Annexure "E".

37. 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

No significant and/or material orders were passed by any Regulator or Court or Tribunal impacting the going concern
status and the Company''s operation in future.

38. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems, commensurate with the size and scale of the Company.
However, looking to the need of the time it has been decided to widen the scope of internal audit and accordingly
internal auditors have been appointed who submit their periodical reports to the Board and their advices are
adopted and needful is done, if required for better control.

39. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF
AUTHORITY

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund
(IEPF) as Company has not declared any dividend in the past.

40. SECRETARIAL STANDARDS

All the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) with respect
to Board and General Meeting are being followed by the Company.

41. DEPOSITS

The Company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013,
Read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

42. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the FY 2025-26 the Company has not availed loan from any of the Directors of the Company.

43. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the year under review, no such instance where the Company has failed to complete or implement any
corporate action within specified time limit.

44. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year and at the end of the financial year, even up to the date of this report.

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks /
Financial institutions occurred during the year.

46. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT

During the year under review, no revision in Financial Statement or Boards Report has been made pursuant to
section 131 of the Companies Act, 2013.

47. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this
Report or in the financial statements of your Company, which would render any amount stated in the Accounts of
the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual
nature has arisen in the interval between the end of the financial year and the date of this report, which would affect
substantially the result or the operations of your Company for the financial year in respect of which this report is
made.

48. CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the
Company''s objectives, projections, estimates and expectations, may constitute ''forward looking'' statements within
the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions,
the actual results might differ.

49. ACKNOWLEDGEMENTS

The Bankers and financial institutions have extended their full support, cooperation and valuable assistance to the
Company. Your Directors place on record their appreciation for the same.

For and on behalf of the Board of Directors of

Asgard Alcobev Ltd (formerly known as Banganga Paper Industries Limited)

SD/- SD/-

RONAK JAIN BINIT SINGHANIA

Managing Director Director

(DIN: 00534143) DIN: 11590417)

Date: September 03, 2026
Place: Shillong

Your Directors are pleased to present the 40TH (FORTIETH) ANNUAL REPORT together with the Company’s Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY:

The Company’s financial performance for the year ended 31st March, 2024 is summarised below:

2. FINANCIAL HIGHLIGHTS AND COMPANY’S AFFAIRS:

During the year under review, the Company has achieved total revenue of Rs. 3,940.15/- thousand as compared to Rs. 5,520/- thousand in the previous financial year. Further, the Company has generated a Net Profit (after tax) of Rs. (218.92)/- thousand for the financial year ended March 31, 2024, as compared to the loss of Rs. 1,360.82/- thousand in the previous financial year 2022-2023. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to effectively implement the same.

3. DIVIDEND:

With a view to conserve resources, your Directors do not recommend any dividend during the reporting period.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31st March, 2024.

5. CHANGE IN THE NATURE OF BUSINESS:

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

6. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any Subsidiary Company, Associate Company and Joint Venture Company hence the Company is not required to prepare Consolidated Financial Statement.

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Shri Suresh Jayantilal Ajmera (DIN: 01341331), Shri Dhanesh Suresh Ajmera (DIN: 02446635), ceased to be Independent Director of the Company w.e.f. 14th November,2023, due to Resignation of Directors. Shri. Vijay Singh Shekhawat (DIN: 03447468), Shri. Rajesh Rameshrao Salway (DIN: 05145913) appointed to be Director of the Company w.e.f. 07th February,2024 Except as stated above, there was no change in the Directorship of the Company. However, subsequent to the end of the Financial Year following appointments, re-appointments, and resignations were made till the date of this report.

• Appointment of Shri. Rajesh Govind Pote (DIN:10287655) as a Additional Director of the Company w.e.f. 24th May, 2024; and

• Resignation of Smt. Sarita Harigopal Joshi, (DIN 06781907) as a Whole Time Director w.e.f. 24th May, 2024; and

• Resignation of Shri Vinod Kavassery Balan, Director (DIN 07823253) as a Director w.e.f. 03^rd June,2024; and

• Appointment of Ms. Gauri Satish Chiplunkar (DIN:08386053) as an Additional (Independent) Director of the Company w.e.f. 29th August, 2024; and

The present Directors and KMPs of the Company are as follows:

(a) Shri. Rajesh Govind Pote, Additional Director (DIN:10287655);

(b) Shri. Vijay Singh Shekhawat, Additional (Non-Executive) Director (DIN: 03447468);

(c) Shri. Rajesh Rameshrao Salway, Additional (Non-Executive) Director (DIN 05145913);

(d) Smt. Jeny Gowadia, Independent Director (DIN: 03014009);

(e) Shri Dhiren Bontra, Independent Director ((DIN: 09591605);

(f) Ms. Gauri Satish Chiplunkar Additional (Independent) Director (DIN:08386053)

(g) Shri Jatin Gaikar , Chief Financial Officer (CFO);

(h) Shri Jitendra Rajendra Patil, Company Secretary and Compliance Officer.

In accordance with the provisions of the Companies Act, 2013 and Rules made there under and in terms of Articles of Association of the Company, Smt. Jeny Vinod Kumar Gowadia (DIN: 03014009), retires at the ensuring Annual General Meeting and being eligible offered herself for re-appointment.

8. NUMBER OF MEETINGS OF BOARD:

During the year under review, 4 (Four) Board meetings were held. The dates of the meetings are 24th May,2024, 14th August,2024, 14th November 2023,7th February 2024,

9. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS:

Details of the attendance of the Directors at the Board Meetings held during the year 2023-2024:

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Board confirms that all Independent Directors of the Company have given a declaration to the Board under Section 149(7) of the Companies Act, 2013 and Rules made thereunder that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

11. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has duly constituted the Audit Committee and Nomination & Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

During the year under review, (Four) Audit Committee meetings were held. The dates of the meetings are 25th May,2023, 14th August,2023, 14th November 2023,7th February, 2024.

During the year under review, 2 (Two) Nomination & Remuneration Committee meetings were held. The dates of the meetings are 14th August, 2023 and 7th February, 2024.

12. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors of the Company is committed to assess its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of all the Directors and the Board including Committees. The Company has devised a Policy for performance evaluation of all the Directors, the Board and the Committees which includes criteria and factors for performance evaluation. The appointment / re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

13. RISK MANAGEMENT POLICY:

In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the authority to Audit Committee to monitor the Risk Management Policy including (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We affirm that all risks are monitored and resolved as per the process laid out in the Policy.

14. NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees of the Company. The brief terms of the Policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Rules made thereunder are as follows:

(a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and longterm performance objectives appropriate to the working of the Company and its goals.

The Key Objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

(b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation;

(c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

15. VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism Policy are made available on the Company’s website www.inertiasteel.com

During the year, neither any whistle blower event was reported, nor any personnel has been denied access to the Audit Committee. Your Company also ensures that the vigil mechanism established in the Company is functioning very well.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the Directors have 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 have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDITORS:

At the 39th Annual General Meeting held on 30th September, 2023, M/s. Bohra & Company, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the period of 1 year.

M/s. Bohra & Company, Chartered Accountants, (Firm Registration No. 0011317), has tendered their resignation as Statutory Auditor of the Company with effect from 07th February, 2024.

Further, the Company at its Board meeting held on 7th August 2024 appointed M/s. Grandmark and Associates, Chartered Accountants as the Statutory Auditor of the Company to fill in the casual vacancy occurred due to resignation of M/s. Bohra & Company, Chartered Accountants, for the Financial Year 202425 and shall hold office till the conclusion of 40th Annual General Meeting to be held for the year 2024-25 of the Company, subject to approval from the members of the Company in the ensuing Annual General Meeting of the Company (i.e. 40th Annual General Meeting).

Their consent letters / certificates to the effect that their appointments, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified have been received.

18. COMMENT ON AUDITORS’ REPORT:

The Report of Auditors of the Company and the notes forming part of the financial statements are selfexplanatory and hence requires no explanation from the Board of Directors. The Auditors’ Report does not contain any qualification or reservation or adverse remark.

19. REPORTING OF FRAUD BY STATUTORY AUDITORS:

As per the provision of Section 143(12) of the Companies Act, 2013 read with Rules made thereunder, no fraud on or by the Company has been noticed or reported by the Statutory Auditors or Secretarial Auditor of the Company.

20. SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. DNG & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 in Form MR-3 is attached as “Annexure I” and forms a part to this Report and is self-explanatory.

21. INTERNAL FINANCIAL CONTROL AND AUDIT:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

22. MAINTENANCE OF COST RECORDS:

During the year under review, the Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable.

23. CORPORATE GOVERNANCE REPORT:

As per the requirement of the latest SEBI Circular No. CIR/CFD/Policy Cell/7/2014 issued on 15th September, 2014, the listed companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year is not required to comply with the norms of the Corporate Governance Report.

Since, the Paid-up Equity Share Capital of the Company is Rs. 2,488.00/- thousands and Net Worth is of Rs.3,018.52/- thousands as on Financial Year ending 31st March, 2024, therefore, the provisions relating to Corporate Governance Report are not applicable to the Company.

24. VOTING RIGHTS OF EMPLOYEES:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosures as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

25. DISCLOSURES REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any shares under Employee’s Stock Options Scheme pursuant to provisions of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), therefore, the disclosures regarding issue of employee stock options are not applicable.

26. DISCLOSURES REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares pursuant to provisions of Section 54 of Companies Act, 2013 read with Rules made thereunder.

27. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and at the date of this Board’s Report.

28. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (“IEPF”) as per the requirements of the IEPF Rules.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis is attached as “Annexure II” and forms a part to this Report.

30. CREDIT RATING:

The Company was not required to obtain credit rating from any credit rating agencies. Hence this clause is not applicable to the Company.

31. CORPORATE SOCIAL RESPONSIBILITY:

Since, the Company does not fall under the criteria provided under Section 135(1) of Companies Act, 2013 read with Rules made thereunder, therefore, the constitution of Corporate Social Responsibility Committee and statement on Corporate Social Responsibility as per Section 134(3)(o) of Companies Act, 2013 are not applicable to the Company.

32. WEB LINK OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration Rules, 2014, the Annual Return for the F.Y. 2023-2024 is available on Company’s website at www.inertiasteel.com.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided are mentioned in the audited financial statement which forms part of this Annual Report.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related parties as referred under Section 188(1) of the Companies Act, 2013 and Rules made thereunder.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures relating to conservation of energy and technology absorption are nil. There were no foreign exchange earnings or outgo for the year under review.

36. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees in the Company who are drawing prescribed salary pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING/SUBSIDIARY:

The Company does not have any holding or subsidiary company, and therefore the provisions of Section 197(14) of Companies Act, 2013 read with Rules made thereunder, towards payment of any commission or remuneration from holding or subsidiary Company are not applicable.

38. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at 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. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

39. OTHER DISCLOSURE:

(a) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

(b) There was no application made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.;

(c) The Company has not failed to implement any corporate action during the year under review;

(d) There was no revision of financial statements and Board’s Report of the Company during the year under review.

40. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

(c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013 as issued by the Institute of Company Secretaries of India (“ICSI”).

41. ACKNOWLEDGEMENT:

The Directors place on record, their appreciation and gratitude for all the co-operation extended by Government Agencies, Securities Exchange Board of India, Stock Exchange, Bankers, Financial Institutions, Business Associates and Members.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the management and employees of the Company.

The Members

The Directors herewith presents the 30th Annual Report on the business and operations of your Company together with audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summary of financial results of your company is as under:

(Amount in Rs.) PARTICULARS 2013-14 2012-13

Total Income 95,000 1,00,500

Total Expenditure 92,795 92,008

Profit / (Loss) for the year. 2,205 8,492

Less: Provision for tax

Current Tax 700 2,700

Income Tax of Earlier year (11,460) -

Net Profit / (Loss) after tax 12,965 5,792

Earnings per share (Basic & Diluted (Face Value of Rs. 10/- each) 0.05 0.02

DIVIDEND

With a view to conserve the resources of the Company, the Board of Directors do not recommend any dividend for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 / 2013 and Articles of Association of the Company Shri H. G. Joshi (DIN 00024800), Director retires at the ensuring Annual General Meeting and is eligible for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Shri Suresh Ajmera (DIN 01341331) and Shri Dhanesh Ajmera (DIN 02446635), the existing Independent Director of the Company is to be re-appointed as an Independent Director for the fresh term. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Shri Suresh Ajmera and Shri Dhanesh Ajmera for the office of Director. The Board recommends their appointment for the approval of shareholders as an Independent Director for 5 (Five) consecutive years vv.e.f. the date of ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31s'' March, 2014, the applicable accounting standards have been followed and there are no 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 as at 319 March, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s Kaloti & Lathiya., Chartered Accountants, the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Pursuant to the provision of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Kaloti & Lathiya., Chartered Accountants, Statutory Auditors, being eligible for re-appointment, the Board of Directors of your Company proposes the re-appointment of M/s Kaloti & Lathiya., Chartered Accountants, as the statutory auditor of the Company for a period of 3 years, to hold office from the conclusion of this 30th Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

The Company has received the consent letters / certificate from the statutory auditors to the effect that their re-appointment, if made, would inter-alia be within the prescribed limits under Section 139 & 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. The members are requested to appoint auditors.

The Report of Auditors of the Company and the notes forming part of the financial statements are self explanatory and hence requires no explanation from the Board of Directors.

DEPOSITS

The Company has not accepted any deposits covered under Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under review.

COMPLIANCE CERTIFICATE

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from Practicing Company Secretary is annexed certifying that, all the legal requirements, in respect of the Company for the year ended 31st March, 2014 have been complied with.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company does not own an undertaking where manufacturing operations are carried out, the information to be furnished under section 217(1)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

However, there were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of the Company have received remuneration in excess of limits specified in Section 217(2A) of the Companies Act.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the Company during the period under review.

For and on behalf of the Board of Director INERTIA STEEL LIMITED

Date :29th May, 2014 Place : Mumbai HARI GOPAL JOSHI CHAIRMAN (DIN 00024800)

To the Members

The Directors herewith presents the 29th Annual Report on the business and operations of your company together with audited accounts for the year ended 31st March, 2013.

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2011-12

Total Income 1,88,680

Total Expenditure 6,34,835

Profit/(loss) for the year (4,46,155)

Provision for tax 5,300

Net profit/(loss) after tax (4,51,455)

Dividend

With a view to conserve the resources of the company, the board of directors do not recommend any divide nd for the yea r u nder review.

Auditors Report

The Report of Auditors of the Company is self explanatory and the Board offers no further explanation.

Deposits

The Company has not accepted any deposits covered u/s 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under scrutiny.

Directors

in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Hari Gopal Jishi, Director retires by rotation and is eligible for re-appointment.

Director''s Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies, Act, 1956, the Board of Directors of the company hereby state and confirm that:

i) All the applicable accounting standards have been followed along with proper explanations relating to material departures in the preparation of the accounts enclosed herewith. ii) Annua! accounts are prepared on the principle of a Going Concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day-to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Compliance certificate

In accordance with the requirements of Section 383A of the Companies Act, 1956, Certificate from practicing Company Secretary, is enclosed certifying that all the legal requirements, in respect of the Company for the year ended 31st March, 2013 have been complied with.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not own an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (l)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

During the year under review, none of the employees of the company have received remuneration in excess of limits specified in Section 217{2A) of the Companies Act.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the Company during the period under review.

On behalf of the Board of Directors

(Hari Gopal Joshi)

Chairman

The Director herewith presents the 27th Annual Report on the business and operation of your company together with audited accounted for the year ended 31st March, 2011

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2010-11 2009-10

Total Income 160405 35000

Total Expenditure 148739 25428

Profit (loss) for the year 11666 9572

Provision for tax 3900 3500

Net profit (Loss) after tax 7766 6072

Balance b/f from previous year 144965 138893

Balance carried to next year 152731 144965

Dividend

with a view to conserve the resources of the company the board of directors do not recommend any dividend for year under review.

operations

During the year under review the total income from operations was Rs.160405/- as compared to Rs.35000/- during the corresponding period of period of prevision year. the company has earned profit of Rs.7766/- after making necessary provision for tax as against Rs.6072/- in the previous year.

Auditors Report

The Report of Auditors of the company is self explanatory and the Board offers explanation.

Deposits

The company has not accepted any deposits covered us 58A and 58A of companies Act, 1956 and companies (Acceptance of Deposits ) Rules, 1975 during the under scrutiny.

Director

In accordance with the provision companies Act, 1956 and Articles of Association of the Company shir Suresh Ajmera, director retires by rotation and is eligible for re-appointment.

Director's Responsibility Statement.

Pursuant to Sub-section (2AA) of the companies, Act, 1956, the Board of Directors of the company hereby state and confirm that;

i) All the applicable accounting standards have been Following along With proper explanations relation to material departures in the preparation of the accounts enclosed herewith.

ii) Annual accounts are prepared on the principle of a Going concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956, for safeguarding the assets of the company and the procedures, practices and control systems in the day to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the company does not own and an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (1)(e) of the companies Act 1956 regarding technology absorption and and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

As requires under section 217(2A) of the companies Act, 1956 no employed for whole or part of the year was in receipt of remuneration in excess of limits laid down in the companies (particulars of Employees) Rules, 1975 and therefore no such particulars are furnished herewith.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been forthcoming from all those who are associated with the operations of the company during the period under review.

On behalf of the Board of Directors

Place: Mumbai (Hari Gopal Joshi)

Date: 01.09.2011 Chairman

The Directors herewith presents the 26th Annual Report on the business and operations of your company together with audited accounts for the year ended 31st March, 2010.

Financial Results

The summary of financial results of your company is as under:

(Amount in Rs.)

Particulars 2009-10 2008-09

Total Income 35000 116000

Total Expenditure 25428 106013

Profit/(Loss) for the vear 9572 9987

Provision for tax 3500 3100

Net profit/floss) after tax 6072 6887

Balance b/f from previous year 138893 132006

Balance carried to next year 144965 138893



Dividend

With a view to conserve the resources of the company, the board of directors do not recommend any dividend for the year under review.

Operations

During the year under review, the total income from operations was reduced to Rs. 35000/- as compared to Rs. 116000/- during the corresponding period of previous year. The Company still managed to earn profit of Rs. 6072/- after making necessary provision for tax as against Rs. 6887/- in the previous year.

Auditors Report

The Report of Auditors of the Company is self explanatory and the Board offers no further explanation.

Deposits

The Company has not accepted any deposits covered u/s 58A and 58AA of the Companies * Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 during the financial year under scrutiny.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Shri Hari Gopal Joshi, Director retires by rotation and is eligible for re- appointment.

Directors Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies, Act, 1956, the Board of Directors of the company hereby state and confirm that:

i) All the applicable accounting standards have been followed along with proper- explanations relating to material departures in the preparation of the accounts enclosed herewith.

ii) Annual accounts are prepared on the principle of a Going Concern.

iii) Accounting policies selected, applied and judgments and estimates made in that behalf to the extent necessary are reasonable and prudent so as to give true and fair view of the state of affairs at the end of the financial year and of the profit or loss of the company for the year under review.

iv) Sufficient care has been taken for maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and the procedures, practices and control systems in the day- to-day management are sound enough to prevent and detect the occurrence of frauds and irregularities.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company does not own an undertaking, where manufacturing operations are carried out, the information to be furnished u/s 217 (l)(e) of the Companies Act, 1956 regarding technology absorption and energy conservation are not applicable.

Similarly there were no foreign exchange earnings and outgo during the year under review.

Particulars of Employees

As requires under Section 217 (2A) of the Companies Act, 1956 no employee of the Company, whether employed for whole or part of the year was in receipt of remuneration in excess of limits laid down in the Companies (Particulars of Employees) Rules, 1975 and therefore no such particulars are furnished herewith.

Auditors

M/s Kaloti & Lathiya., Chartered Accountants, the auditor of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to appoint auditors for the current year and fix the remuneration.

Acknowledgement

Your Directors take this opportunity to place on record their great appreciation and gratitude for the whole-hearted support, assistance, co-operation and valuable guidance that has been • forthcoming from all those who are associated with the operations of the Company during the period under review.

On behalf of the Board of Directors

(Hari Gopal Joshi)

Chairman

Place: Mumbai

Date : 01.09.2010