AFLOAT Enterprises Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in submitting their 10^th Annual Report of Afloat Enterprises Limited (formerly
Adishakti Loha and Ispat Limited) (hereinafter referred as “Your Company”) together with the Audited Statements
of Accounts for the year ended March 31, 2025.

YOUR COMPANY OVERVIEW

Y our Company was originally incorporated on January 08, 2015 as a Private Limited Company with the name Aawas
Infratech Private limited under the provisions of the Companies Act, 2013. The name of Your Company has been
changed from Aawas Infratech Private Limited to Adishakti Loha and Ispat Private Limited on dated October 01,
2019. Further upon an intimation made for conversion into Public Limited Company and after the approval of ROC
dated March 04, 2020 the name of the said company is this day changed to Adishakti Loha and Ispat Limited.

Further that name of Your Company has been changed from Adishakti Loha and Ispat Limited to Afloat Enterprises
Limited with effect from October 26, 2023.

Currently Your Company is engaged in the business of trading in metals with its core focus on trading in gold bars
& coins also carry on the business to sell, buy, trade, import and export of wheat, rice, paddies, corn, oils and all
other commodities in India and abroad.

The Equity Shares of Your Company are listed and traded on SME Platform of BSE Limited (hereinafter referred
as “the Exchange”)

FINANCIAL RESULTS

Your Company’s financial performance for the year under review along with previous year figures is given
hereunder:

PARTICULARS	March 31, 2025	March 31, 2024
	(Rs."000")	(Rs."000")
I. INCOME
Revenue From Operations	60,985.19	18876.12
Other Income	3,498.61	4428.45
Total Income	64,483.79	23304.57
Total Expenses	60668.62	22485.46
Profit/ (Loss) before Tax	3,815.17	809.11
Tax Expenses
Current Income Tax	918.36	462.01
Deferred Tax	47.53	83.08
MAT Adjustment	106.58	(3.92)
Net Profit/(loss) after Tax	2742.70	277.94
Earnings per share (Basic)	0.60	0.06
Earnings per Share (Diluted)	0.52	0.06

BRIEF DESCRIPTION OF YOUR COMPANY’S WORKING DURING THE YEAR

The total revenue from operations of Your Company for the year ended March 31, 2025 is decreased to Rs.644.83
lacs as against Rs. 233.04 lacs for the year ended March 31, 2024. The Profit before tax increase to Rs. 38.15 lacs
as compared to Rs. 8.19 lacs in the previous year. The Profit after tax for the year ended March 31, 2025 is of Rs.
27.42 lacs compared to profit after tax of Rs. 2.77 lacs in the previous year ended March 31, 2024.

STATE OF YOUR COMPANY’S AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving
profitability along with a renewed commitment to customer service. Innovations, investment and positive
modifications are expected in the near future, boosting the Company''s revenue. Together with forward looking
strategy, the Company is also focusing extensively on expanding the business and operational improvements through
various strategic projects for operational excellence.

RESERVES

Your Company has transferred an amount of Rs. 27.42 lacs to general reserve out of the profits of the year.
DIVIDEND

Your Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet out the
deficiencies in working capital. Your Directors, therefore, do not recommend any dividend on Equity Shares for the
financial year 2024-25.

SHARE CAPITAL

The present Authorised Share Capital of Your Company is Rs.19,56,00,000/- (Rupees Nineteen Crore Fifty-Six Lakh
Only) divided into 1,95,60,000 (One Crore Ninety-Five Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees
Ten) each.

Issued, Subscribed and Paid-up Share Capital of Your Company as on March 31, 2025 is Rs. 4,55,80,000 /- (Rupees
Four Crores Fifty-Five lacs Eighty Thousand Only) divided into 45,58,000 (Forty-Five Lacs Eighty Thousand)
Equity Shares of Rs.10/- (Rupees Ten) each.

During the year, Your Company had issued 80,00,000 (Eighty lakhs) convertible warrants on preferential basis to
the allotee as approved by the shareholders in the EGM held on February 08,2025 and the same also be converted
and allotted into Equity Share with the approval of the Exchange.

Issue, Allotment, Conversion of Warrants and BSE Approvals

During the financial year 2024-25, the Company issued and allotted 80,00,000 convertible warrants dated March
01, 2025 on a preferential basis to Promoters/Non-Promoters pursuant to the shareholders’ approval obtained at the
Extraordinary General Meeting held on February 08, 2025, in compliance with the provisions of the Companies Act,
2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Each warrant entitles the holder to apply for and be allotted one fully paid-up equity share of face value ?10 each at
a price of ^12.80 per share (including premium), within a period of [18 months] from the date of allotment.

Warrants issued, were converted into equity shares during the year dated May 16, 2025 under review upon receipt
of the full subscription money and receipt of written Requests from the Warrant holders for the exercise of the option
for conversion of Warrants allotted to them from the respective allottees.

The Board accordingly approved the allotment of 80,00,000 equity shares on May 16, 2025.

The Company obtained the in-principle approval from BSE Limited dated February 21, 2025 for the issue of
80,00,000 warrants convertible into 80,00,000 Equity Shares of Rs. 10/- each, vide letter dated
LOD/PREF/TT/FIP/1843/2024-25. Subsequently, the Company received the final listing approval from BSE
Limited dated July 25, 2025 for the listing said equity shares vide letter dated LOD/PREF/KS/FIP/603/2025-26.
Thereafter dated August 13, 2025 company has also received trading approval from BSE Limited for the trading of
equity shares on the exchange, vide letter dated LOD / PREF / SV / 230/ 2025-2026.Now the new Equity Shares of
the company have been listed and are being traded on BSE Limited.

The funds raised through warrant subscription and conversion are being utilized for purpose in line with the
disclosures made at the time of issuance.

DEPOSITS

During the year under review, Your Company has not accepted any deposits from the public under Section 73 of the
Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the Company.

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

Your Company had made some investments, and given loans, guarantees and securities covered under Section 186
of the Companies Act,2013 during the financial year under review. The details in respect of investments as Per
Section 186 (4) made have been disclosed in the notes to the financial statements.

CHANGE IN NATURE OF BUSINESS

During the year under review there is no change in the nature of business of Your Company.

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

Information required to be given pursuant to section 134(3)(m) ofthe Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 and forming part of Board’s Report for the year ended March 31, 2025 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to Your Company, therefore the information as
required under the Companies (Accounts) Rules, 2014 is not given. However, Your Company is conscious
about its responsibility to conserve energy, power, and other energy sources wherever possible. We
emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and
guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology extensively
in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under revie, Your Company has not incurred any expenditure on R&D.

S. No.	Parameters	F.Y. 2024-25	F.Y.2023-24
a)	Capital Expenditure	0.00	0.00
b)	Recurring	0.00	0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below:-

S. No. Particulars F.Y. 2024-25 F.Y.2023-24

1) Foreign Exchange earning Nil Nil

2) Foreign exchange outgoing Nil Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR
COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the financial
position of Your Company which have occurred between the end of the financial year of Your Company to which
the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

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.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are given in "Annexure-A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a detailed Management Discussion and Analysis Report has been appended separately, are given in
"Annexure-B of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the provisions relating to Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub¬
regulation (2) of Regulation 46, and para-C, D, and E of Schedule V shall not apply to entities which have listed
their specified securities on the SME Platform of the any Stock Exchange.

Since Your Company is listed on the SME platform of BSE Limited, the above-mentioned Corporate Governance
provisions are not applicable to Your Company.

Your Company will ensure compliance with the applicable provisions as and when they become applicable under
the SEBI (LODR) Regulations, 2015.

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Holding, Joint Venture or Associate Company
RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System & Policy,
the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. Your company recognizes
these risks and makes best effort to mitigate them in time. Risk Management is also an integral part of Your
Company’s business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. Your Company has a
robust risk management framework to identify, monitor and minimize risk as also identify business opportunities.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 detailing Corporate Social Responsibility are not applicable to Your Company.
INTERNAL CONTROL SYSTEMS

Your Company’s Internal Control System is designed to ensure operational efficiency, protection and conservation
of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal
control system is supported by an internal audit process for reviewing the adequacy and efficiency of Your
Company’s internal controls, including its systems and processes and compliance with regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Company has complied with all the applicable environmental law and labour laws. Your company has been
complying with the relevant laws and has been taking all necessary measures to protect the environment and
maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31, 2025, Your Board comprised of 4 (Four) Directors which includes Four Non-Executive Directors
out of which three are Independent Directors (including women director). Your Directors on the Board possess
experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation
except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company
in the Annual General Meeting.

Composition of Board of Directors as on March 31, 2025:

S.NO	NAME OF DIRECTOR	STATUS
1.	Mr. Pawan Kumar Mittal	Non-Executive Director
2.	Mr. Kanwar Nitin Singh	Non-Executive Independent Director
3.	Mr. Lovish Kataria	Non-Executive Independent Director

4.

Mrs. Swati Jain

Non-Executive Independent Director

During the financial year following changes in the Management are:

1. Mrs. Kiran Mittal, (00749457) Non-Executive- Non-Independent Directors of Your Company has resigned
from the Board w.e.f 11.05.2024.

2. Mr. Kanwar Nitin Singh, (10204543) appointed as Non-Executive Independent Directors w.e.f 02.09.2024
with the approval of members in the AGM held on 30.09.2024

Key Managerial Personnel

As on March 31, 2025, following members holds the position of Key Managerial Personnel are:

Mrs. Pallavi Sharma,(PAN-CXEPS9389B) Company Secretary& Compliance Officer

Mrs. Anshu Aggarwal,(PAN-ACKPA7147A) Chief Financial Officer & Chief Executive Officer

DIRECTORS RETIRES BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of Your Company,
Mr. Pawan Kumar Mittal, Non-Executive Director of Your Company, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment. The Directors recommend the said re¬
appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the
Annual General Meeting.

BOARD EVALUATION

The performance of Your Board was evaluated by Your Board after seeking inputs from all Your Directors on the
basis of the criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by Y our Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the
Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of
the Independent Directors, at which the performance of Your Board, its Committees and individual directors was
also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the
independent director being evaluated.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications
of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company
confirming that they meet the ''criteria of Independence'' as prescribed under Section 149(6) of the Companies Act,
2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME

Your Company has put in place an induction and familiarization programme for all its Directors including the
Independent Directors.

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY

Your Company’s policy on directors’ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of
Section 178 of the Companies Act, 2013, as is adopted by the Board.

Your Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the Board.
As per such policy, candidates proposed to be appointed as Directors on the Board shall be first reviewed by the
Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and Remuneration
Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a
Director and recommend to the Board a policy, relating to the Remuneration for the Directors, Key Managerial
Personnel and other employees. The Nomination and Remuneration Committee shall ensure that—

a) 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) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay reflecting
short and long-term performance objectives appropriate to the working of the company and its goals. During the year
under review, none of the Directors of Your Company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^stMarch, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

(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 and loss 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 the Companies Act, 2013, for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2025, 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 are 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.

MEETINGS
Board Meetings

The Board of Directors of the Company met Seven (7) times during the financial year 2024-25. The meetings of
Board of Directors were held on May 11, 2024, May 24, 2024, September 02, 2024 , November 13, 2024 January
07, 2025, January 14, 2025, and March 01, 2025.

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting
as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is
as under:

Name of the Director	Designation	Category	Number of Board Meetings during the year		Attendance of Last AGM
			Held	Attended
Pawan Kumar Mittal	Director	Non Executive- Non Independent	7	7	Yes
Kiran Mittal	Director	Non Executive- Non Independent	7	1*	No
Kanwar Nitin Singh	Director	Non Executive- Independent	7	4*	Yes
Swati Jain	Director	Non Executive- Independent	7	7	Yes
Lovish Kataria	Director	Non Executive- Independent	7	7	Yes

1. Mrs. Kiran Mittal ,Non Executive- Non-Independent directors of the Company has resigned from the Boarc
w.e.f 11.05.2024.

2. Mr. Kanwar Nitin Singh appointed as Non Executive- Independent directors held on 30.09.2024.

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more
than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings was prepared and
circulated in advance to the Directors.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a separate
meeting of independent directors, performance of non-independent directors, performance of the board as a whole
was evaluated, taking into account the views of directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its
committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on March 01, 2025 during the year 2024-25.

COMMITTEE MEETINGS
Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management’s
financial reporting progress with a view to ensuring accurate timely and proper disclosures and transparency,
integrity and quality of financial reporting. The Committee oversees the work carried out by the management,
internal auditors on the financial reporting process and the safeguards employed by them.

The board has re-constituted the Audit Committee in accordance with the requirement of Companies Act, 2013 and
other applicable provisions. All members of Audit Committee are financially literate and have financial management
expertise. The Audit Committee comprises of three independent directors as members out of which one is chairman
of this committee.

The Audit Committee met Two times during the financial year 2024-25. The meetings of Audit Committee were
held on May 24, 2024 and November 13, 2024 .The Minutes of the Meetings of the Audit Committee are discussed
and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.
The Composition of the Audit Committee and their attendance at the Meetings are as follows:

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the requirements as
per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing Obligations and

Name	Designation	No. of Meetings
Mrs. Swati Jain	Chairman	2	2
Mr. Pawan Kumar Mittal	Member	2	2
Mr. Lovish Kataria	Member	2	2

Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and Remuneration
Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company as per
provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the Companies policy
on and approve specific remuneration packages for executive director (s)/Manager under the Companies Act, 2013
after taking in to account the financial position of the Company, trend in the industry, appointees qualification,
experience, past performance, interest of the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the Companies
Act, 2013. This Committee has comprises three independent directors as members out of which one member is
chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year 2024-25. The meetings
of Nomination and Remuneration Committee were held on May 11, 2024 and September 02, 2024

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note by the
board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.
The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are as
follows:

Stakeholder’s Relationship Committee

The scope of the Stakeholders’ Relationship Committee is to review and address the grievance of the shareholders

Name	Designation	No. of Meetings
Name	Designation	Held	Attended
Mrs. Swati Jain	Chairman	2	2
Mr. Pawan Kumar Mittal	Member	2	2
Mr. Lovish Kataria	Member	2	2

in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc, and other related
activities. In addition, the Committee also looks into matters which can facilitate better investor’s services and
relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders''
Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has
comprises three directors as members out of which one member is chairman of the committee.

The Stakeholder''s Relationship Committee met One (1) time during the financial year 2024-25. The meetings of
Stakeholder''s Relationship Committee were held on November 13, 2023.

The Minutes of the Meetings of the Stakeholders’ Relationship Committee are discussed and taken note by Your
Board of Directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.
The Composition of the Stakeholders’ Relationship Committee and Their Attendance at the Meetings are as follows:

Name	Designation	No. of Meetings
		Held	Attended
Mrs. Swati Jain	Chairman	1	1
Mr. Pawan Kumar Mittal	Member	1	1
Mr. Lovish Kataria	Member	1	1

Company Secretary & Compliance Officer

Name	Mrs. Pallavi Sharma, PAN-CXEPS9389 Company Secretary & compliance Officer
Contact Details	325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, New Delhi 110085
E- mail Id	[email protected]

SHAREHOLDERS MEETINGS

Annual general meeting of Shareholders: September 30, 2024 .

Extra Ordinary General Meeting of Shareholders : February 08, 2025

STATUTORY AUDITORS

There are no qualifications, reservations or adverse remarks made by M/s V. N. Purohit & Co., Chartered
Accountants (FRN: 304040E), Statutory Auditors, in their report for the financial year ended March 31, 2025.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any
incident of fraud to the Audit Committee during the year under review.

Accordingly, the notice of ensuing Annual General Meeting does not include the proposal for seeking shareholders’
approval for ratification of appointment of Statutory Auditors of the company

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office
as Auditors of your Company.

Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any
further comments. The Auditor''s Report does not contain qualifications, reservations, adverse remarks or disclaimer.

Statutory Auditors Reports

The Statutory Auditors have given an audit report for Financial Year 2024-25, are given in" Annexure D" of this
report.

SECRETARIAL AUDITORS

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 of Directors of the Company has appointed M/s G
Aakash &Associatesto undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

SECRETARIAL AUDITORS REPORTS

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2024-25, are given in
"Annexure C" of this report.

INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of Internal
Auditor in the Company. Accordingly, the Board had appointed of M/s. Shweta Goel & Co ( FRN :034678C).,
Chartered Accountants as the Internal Auditors of the Company for a period of one year i:e FY 2024-25.

Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

SIGNIFICANT AND MATERIAL ORDERS

There is no Significant Material order Passed during the Y ear.

RELATED PARTY TRANSACTIONS

In order to transactions with related parties falls under the scope of section 188(1) of the Act, the Information on
transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given as per are as per Form AOC-2.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the annual return of the company in form MGT-
7 for the year will be available on the website of the company https://adishaktiloha.com/corporate-announcements

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN-
INE0CWK01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their
shareholding in the electronic mode with their Depository Participates. 100.00% of the Company’s Paid-up Share
Capital is in dematerialized form as on March 31, 2025.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has
adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of
whistle blower who avails of the mechanism and also provide direct access to the Chairman of audit Committee, in

appropriate and exceptional cases. Accordingly, ‘Whistle Blower Policy’ has been formulated with a view to provide
a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of
the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects
employees willing to raise a concern about irregularities within the Company. This policy is also posted on the
website of the company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all
employees in the course of day to day business operations of the company. The Code has been placed on the
Company’s website https://adishaktiloha.com/ . The Code lays down the standard procedure of business conduct
which is expected to be followed by the directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

a. Number of sexual harassment complaints received - NIL

b. Number of sexual harassment complaints disposed off - NIL

c. Number of sexual harassment complaints pending beyond 90 days - NIL

DISCLOSURES WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961:

Your Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the Period under review.

Number of employees as on the closure of the financial year

a. Female -4

b. Male - 2

c. Transgender - 0

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams
of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support
different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent
and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee
Engagement. The Company’s Human Resources is commensurate with the size, nature and operations of the
Company.

DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIES
ACT, 2013

During the year under review, Your Directors do not observe any transactions which could result in a fraud. Your
Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during
the Financial Year 2024-25.

OTHER DISCLOSURES

Your Directors state that during the financial year 2024-25:

• Your Company did not issue any Equity Shares with differential rights as to dividend, voting or otherwise.

• Your Company did not issue any Sweat Equity shares.

• Your Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

During the year,your company has allotted convertible warrants dated March 01, 2025
COMPLIANCE

Your Company has complied and continues to comply with all the applicable regulations, circulars and guidelines
issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India
(SEBI) etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of
Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were
revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to
companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not
exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this connection,
we wish to inform you that in respect of our company as on the last audited balance sheet as at March 31, 2025
neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence,
the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

CAUTIONARY NOTE

The statements forming part of the Board’s Report may contain certain forward looking remarks within the meaning
of applicable securities laws and regulations. Many factors could cause the actual results, performances or
achievements of the Company to be materially different from any future results, performances or achievements that
may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. Your
Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the
Company.

By the order of the Board of Directors of

Afloat Enterprises Limited
sd/- sd/-

Pawan Kumar Mittal Swati Jain

(Director) (Director)

DIN: 00749265 DIN: 09436199

Date: 01/09/2025
Place: New Delhi

---

Mar 31, 2024

Your Directors have pleasure in submitting their 09^th Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31^st March, 2024.

COMPANY OVERVIEW

Afloat Enterprises Limited (formerly Adishakti Loha and Ispat Private Limited) was originally incorporated on
January 08, 2015 as a Private limited Company with the name Aawas Infratech Private limited under the
provisions of the Companies Act, 2013. The name of the company has been changed from Aawas Infratech
Private Limited to Adishakti loha and Ispat Private Limited on dated October 01, 2019. Further upon an
intimation made for conversion into Public Limited Company and after the approval of ROC on dated March
04, 2020 the name of the said company is this day changed to ADISHAKTI LOHA AND ISPAT LIMITED.

Further that name of the company has been changed from ADISHAKTI LOHA AND ISPAT LIMITED to AFLOAT
ENTERPRISES LIMITED with effect from October 26,2023.

Currently our Company is engaged in the business of trading metals with its core focus on trading in Iron and
Steel and also carry on the business to sell, buy, trade, import and export of wheat, rice, paddies, corn, oils
and all other commodities in India and abroad.

The equity shares of the company are listed on BSE ( SME) .

FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year figures is given
hereunder:

PARTICULARS	31st March, 2024 (Rs."000")	31st March, 2023 (Rs ."000")
I. INCOME
Revenue From Operations	18876.12	37423.63
Other Income	4428.45	3170.99
Total Income	23304.57	40594.62
Total Expenses	22485.46	39626.93
Profit/ (Loss) before Tax	809.11	967.69
Tax Expenses
Current Income Tax	462.01	216.02
Deferred Tax	83.08	21.54
MAT Adjustment	(3.92)	-
Net Profit/(loss) after Tax	277.94	730.14

Earnings per share (Basic)	0.06	0.16
Earnings per Share(Diluted)	0.06	0.16

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31, 2024 is decreased to
Rs.233.04 lacs as against Rs.405.94lacs for the year ended March 31, 2023. The Profit before tax increase to
Rs. 8.19 lacs as compared to Rs.9.67 lacs in the previous year. The Profit after tax for the year ended March
31, 2024 is of Rs. 2.77lacs compared to profit after tax of Rs. 7.30lacs in the previous year ended March 31,
2023.

STATE OF COMPANY''S AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth and
achieving profitability along with a renewed commitment to customer service. Innovations, investment and
positive modifications are expected in the near future, boosting the Company''s revenue. Together with
forward looking strategy, the Company is also focusing extensively on expanding the business and operational
improvements through various strategic projects for operational excellence.

RESERVES

Your Company has transferred an amount of Rs. 2.77lacs to general reserve out of the profits of the year.
DIVIDEND

The Company needs further funds to enhance its business operations, to upgrade the efficiency and to meet
out the deficiencies in working capital. The Directors, therefore, do not recommend any dividend on Equity
Shares for the financial year 2023-24.

SHARE CAPITAL

The present Authorised Share Capital of the Company is Rs.19,56,00,000/- (Rupees Nineteen Crore Fifty Six
Lakh Only ) divided into Rs. 1,95,60,000 (One Crore Ninety Five Lakh Sixty Thousand Only)Equity Shares of Rs.
10 each (Rupees Ten) each.

Issued, Subscribed and Paid up share capital of the Company as on 31st March, 2024 is
4,55,80,000 /- (Rupees Four Crores Fifty Five lacs Eighty Thousand only ) divided into 4558000 (Fourty Five lacs
Eighty Thousand) equity shares of Rs.10/- (Rupees Ten) each .

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 73 of
the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid deposit lying with the
Company.

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

The Company had made some investments, but not given any loans, guarantees and securities
covered under Section 186 of the Companies Act,2013 during the financial year under review. The
details in respect of investments as per Section 186 (4) made have been disclosed in the notes to the
financial statements.

CHANGE IN NATURE OF BUSINESS

During the year under review there is change in the nature of business of the Company as approved in AGM of
the company in September 30,2023

Currently our Company is engaged in the business of trading metals with its core focus on trading in Iron and
Steel and also carry on the business to sell, buy, trade, import and export of wheat, rice, paddies, corn, oils
and all other commodities in India and abroad.

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

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 and forming part of Board''s Report for the year ended
March 31, 2024 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company, therefore the information as
required under the Companies (Accounts) Rules, 2014 is not given. However the company is conscious about
its responsibility to conserve energy, power, and other energy sources wherever possible. We emphasis
towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However, we believe and use information technology
extensively in all spheres of our activities to improve efficiency levels.

Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R&D.

S. No. Parameters F.Y. 2023-24 F.Y.2022-23

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

C. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and outgo are given as below:-

S. No. Particulars F.Y. 2023-24 F.Y.2022-23

1) Foreign Exchange earning Nil Nil

2) Foreign exchange outgoing Nil Nil

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting the
financial position of the Company which have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in "Annexure-A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
detailed Management Discussion and Analysis Report has been appended separately, are given in "Annexure-
B of this Report.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than Rs.10 Crores and Net worth is less than Rs 25 Crores,
the provisions of the Corporate Governance as stipulated under Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, your Company
has made every effort to comply with the provisions of the Corporate Governance and to see that the interest
of the Shareholders and the Company are properly served. It has always been the Company''s endeavor to
excel through better Corporate Governance and fair & transparent practices, many of which have already
been in place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate Governance in the
company

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any Subsidiary, Holding, Joint Venture or Associate Company
RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management, System &
Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. The company
recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an integral
part of the Company''s business strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a
robust risk management framework to identify, monitor and minimize risk as also identify business
opportunities.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 detailing corporate social responsibility are not applicable to your Company.
INTERNAL CONTROL SYSTEMS

The company''s Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with laws and
regulations. The internal control system is supported by an internal audit process for reviewing the adequacy
and efficiency of the Company''s internal controls, including its systems and processes and compliance with
regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental law and labour laws. The company has been
complying with the relevant laws and has been taking all necessary measures to protect the environment and
maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31, 2024, your Board comprised of 4 (Four) Directors which includes two non executive directors
(including women director) and two independent directors. Your Directors on the Board possess experience,
competency and are renowned in their respective fields. All Directors are liable to retire by rotation except
Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company
in the Annual General Meeting.

Composition of Board of Directors:

S.NO	NAME	STATUS
1.	Mr. Pawan Kumar Mittal	Non Executive Director
2.	Mrs. Kiran Mittal	Non -Executive Director
3.	Mr. Lovish Kataria	Non-Executive Independent Director

4.

Mrs. Swati Jain

Non-Executive Independent Director

During the financial year and till the ensuing AGM, following change in Management:

1. Mr. Achal Kapoor ,Non Executive- Independent directors of the Company has resigned from the Board w.e.f
06.09.2023.

2. Mr. Lovish Kataria appointed as Non Executive- Additional Independent directors w.e.f 06.09.2023 subject
to approval of shareholders in the AGM held on 30.09.2023.

3. Mrs. Kiran Mittal ,Non Executive- Non-Independent directors of the Company has resigned from the Board
w.e.f 11.05.2024.

4. Mr. Kanwar Nitin Singh appointed as Non Executive- Additional Independent directors w.e.f 02.09.2024
subject to approval of shareholders in the AGM held on 30.09.2024

Key Managerial Personnel

As on March 31, 2024, following members holds the position of Key Managerial Personnel are:

¦ Mrs. Pallavi Sharma , Company Secretary& Compliance Officer

¦ Mrs. Anshu Aggarwal , Chief Financial Officer & Chief Executive Officer

During the period under review following event took place :

SI.N O	NAME	Designaton	Date of Joining	Date of leaving	Reason
1.	Mohit Nehra	Company Secretary	November 18,2020	December 30,2023	Resignation as Company Secretary and Compliance Officer of the Company
2.	Pallavi Sharma	Company Secretary	Feb 05,2024		Appointment as Company Secretary and Compliance Officer
3.	Anshu Aggarwal	CFO	June 14,2023	-	Appointment as CFO of the company
4.	Anshu Aggarwal	CEO	June 14,2023	-	Appointment as CEO of the company

Directors Retires by Rotation

In accordance with the provisions of the Companies Act, 2013 and the articles of association of the Company,
no Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offer herself for re-appointment. The Directors recommend the said re-appointment. Item seeking
your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the
basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of
the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that followed
the meeting of the independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and
Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent
Directors of the Company confirming that they meet the ''criteria of Independence'' as prescribed under
Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under
Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the
Independent Directors.

Directors'' Appointment and Remuneration Policy

The Company''s policy on directors'' appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub section
(3) of Section 178 of the Companies Act, 2013, as is adopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors on the
Board. As per such policy, candidates proposed to be appointed as Directors on the Board shall be first
reviewed by the Nomination and Remuneration Committee in its duly convened Meeting. The Nomination and
Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes
and independence of a Director and recommend to the Board a policy, relating to the Remuneration for the
Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee
shall ensure that—

a) 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) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the company and its
goals. During the year under review, none of the Directors of the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^stMarch, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

(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 and loss 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 the Companies Act, 2013, for safeguarding the assets of the
Company and preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts for the financial year ended 31st March, 2024, 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 are 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.

MEETINGS

Board Meetings

The Board of Directors of the Company met Six (6) times during the financial year 2023-24. The meetings of

Board of Directors were held on 29^th May, 2023, 14^th June, 2023,06^th September,2023,08^th November,2023

,30^th December, 2023 and 05^th February,2024.

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the

meeting as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General

Meeting is as under:

Name of the Director	Designation	Category	Number of Board Meetings during the year		Attendance of Last AGM
			Held	Attended
Pawan Kumar Mittal	Director	Non Executive- Non Independent	6	6	Yes
Kiran Mittal	Director	Non Executive- Non Independent	6	6	Yes
Achal Kapoor	Director	Non Executive- Independent	6	3	No
Swati Jain	Director	Non Executive- Independent	6	4	Yes
Lovish Kataria	Director	Non Executive- Independent	6	4	Yes

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was
not more than one hundred and twenty days as prescribed by the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. The agenda and Notice for all the Meetings was
prepared and circulated in advance to the Directors.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there under a
separate meeting of independent directors, performance of non-independent directors, performance of the
board as a whole was evaluated, taking into account the views of directors and non-executive directors. The
same was discussed in the board meeting that followed the meeting of the independent directors, at which
the performance of the Board, its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on 05^th February, 2024 during the year 2023-24.

Committee Meetings

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the
management''s financial reporting progress with a view to ensuring accurate timely and proper disclosures and
transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the
management, internal auditors on the financial reporting process and the safeguards employed by them.

The board has re-constituted the Audit Committee in accordance with the requirement of Companies Act,
2013 and other applicable provisions. All members of Audit Committee are financially literate and have
financial management expertise. The Audit Committee comprises of three independent directors as members
out of which one is chairman of this committee.

The Audit Committee met Two times during the financial year 2023-24. The meetings of Audit Committee
were held on 29^th May 2023 and 08^th November 2023 .The Minutes of the Meetings of the Audit Committee
are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Audit Committee and their attendance at the Meetings are as follows:

Name	Designation	No. of Meetings
		Held	Attended
Mrs. Swati Jain	Chairman	2	2
Mr. Achal Kapoor	Member	2	1
Mr. Kiran Mittal	Member	2	2

Mr. Lovish Kataria

2

1

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the
requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company had Constituted Nomination and
Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the
Company as per provisions u/s 178 of the Companies Act, 2013.

The terms of reference of the remuneration committee in brief pertain to inter-alia, determining the
Companies policy on and approve specific remuneration packages for executive director (s)/Manager under
the Companies Act, 2013 after taking in to account the financial position of the Company, trend in the
industry, appointees qualification, experience, past performance, interest of the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of the
Companies Act, 2013. This Committee has comprises three independent directors as members out of which
one member is chairman of the committee.

The Nomination and Remuneration Committee met Two (2) time during the financial year 2023-24. The
meetings of Nomination and Remuneration Committee were held on 14^th June,2023 and 06^th September 2023
and 05^th February,2024.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and taken note
by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Nomination and Remuneration Committee and their attendance at the Meetings are
as follows:

Name	Designation	No. of Meetings
		Held	Attended
Mrs. Swati Jain	Chairman	3	3
Mr. Achal Kapoor	Member	3	1
Mr. Pawan Kumar Mittal	Member	3	3
Mr. Lovish Kataria	Member	3	2

Stakeholder''s Relationship Committee

The scope of the Stakeholders'' Relationship Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend
etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better
investor''s services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015, the Company has an independent Stakeholders''
Relationship Committee to consider and resolve grievances of the Shareholders/Investors. This Committee has
comprises three independent directors as members out of which one member is chairman of the committee.

The Stakeholder''s Relationship Committee met One (1) time during the financial year 2023-24. The meetings
of Stakeholder''s Relationship Committee were held on 08^th November,2023.

The Minutes of the Meetings of the Stakeholders'' Relationship Committee are discussed and taken note by
the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when
required.

The Composition of the Stakeholders'' Relationship Committee and Their Attendance at the Meetings are as
follows:

Name	Designation	No. of Meetings
		Held	Attended
Mrs. Swati Jain	Chairman	1	1
Mr. Achal Kapoor	Member	1	0
Mr. Pawan Kumar Mittal	Member	1	1
Mr. Lovish Kataria	Member	1	1

Compliance Officer

Name	Mrs. Pallavi Sharma, Company Secretary & compliance Officer
Contact Details	325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, New Delhi 110085
E- mail Id	[email protected]

Shareholders Meetings

Annual general meeting of shareholders : September 30, 2023 .

Statutory Auditors

There are qualifications, reservations or adverse remarks made by M/s V. N. Purohit & Co., Chartered
Accountants (FRN: 304040E), Statutory Auditors, in their report for the financial year ended March 31, 2024.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not
reported any incident of fraud to the Audit Committee during the year under review.

Accordingly, the notice of ensuing Annual General Meeting does not include the proposal for seeking
shareholders'' approval for ratification of appointment of Statutory Auditors of the company

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold
office as Auditors of your Company.

¦ Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call
for any further comments. The Auditor''s Report does contain qualifications, reservations, adverse remarks
or disclaimer.

.The Company has complied with provisions of Section 185 and 186 of the Companies Act,2013except
passing of special resolution at the general meeting in respectof loans, investments, guarantees, and
security so provided.

In reference to this reservation , the board have decided to pas the resolution in the respective AGM and
in future these type of reservation do not come again.

¦ Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year2023-24, are given in"Annexure D" of
this report.

Secretarial Auditors

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 of Directors of the Company has appointed
M/sG Aakash &Associatesto undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

¦ Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2023-24, are given
in "Annexure C" of this report.

¦ Secretarial Auditors Observations

The Report are self-explanatory. The Auditor''s Report have contain qualifications, reservations, adverse
remarks or disclaimer.

In terms of Section 61 of the Companies Act, 2013 and Rule 15 of the Companies (Share Capital and
Debentures) Rules, 2014, the Company had filed Form SH-7 vide SRN: AA6944618; dated 29.02.2024, with the
Registrar of Companies, NCT of Delhi and Haryana.

In reference of above , board have said that due to some technical reason we have not filed the form SH-7 on
time but in future we will take care of the same.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the appointment of
Internal Auditor in the Company. Accordingly, the Board had appointed M/s S.K. Goel & Associates, Chartered
Accountants, as the Internal Auditors of the Company for the financial year 2023-24.

M Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

M Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

SIGNIFICANT AND MATERIAL ORDERS

There is no Significant Material order Passed during the Year.

RELATED PARTY TRANSACTIONS :

In order to transactions with related parties falls under the scope of section 188(1) of the Act, the Information
on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 are given as per are as per Form AOC-2.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the annual return of the company in form
MGT-7 for the year will be available on the website of the company https://adishaktiloha.com/corporate-
announcements

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN-
INE0CWK01019 has been allotted for the Company. Therefore, the matter and/or investors may keep their
shareholding in the electronic mode with their Depository Participates. 100.00% of the Company''s Paid-up
Share Capital is in dematerialized form as on 31^st March, 2024.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the
company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards
against victimization of whistle blower who avails of the mechanism and also provide direct access to the
Chairman of audit Committee, in appropriate and exceptional cases. Accordingly, ''Whistle Blower Policy'' has
been formulated with a view to provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counselor or the Chairman of the audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It
protects employees willing to raise a concern about irregularities within the Company. This policy is also
posted on the website of the company.

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board and all
employees in the course of day to day business operations of the company. The Code has been placed on the
Company''s website https://adishaktiloha.com/ . The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023¬
24:

Z No of complaints received : 0

Z No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building strong
teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent
to support different products and geographies and is taking effective steps to retain the talent. It has built an
open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on
Employee Engagement. The Company''s Human Resources is commensurate with the size, nature and
operations of the Company.

DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a fraud.
Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2023-24.

OTHER DISCLOSURES

Your Directors state that during the financial year 2023-24:

Z The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

Z The Company did not issue any Sweat Equity shares.

Z The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and
guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board
of India (SEBI) etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of
Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial
Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to
companies having net worth not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net profit not
exceeding Rs. 5 Cr or more during any financial year, as on the last date of previous financial year. In this
connection, we wish to inform you that in respect of our company as on the last audited balance sheet as at
March 31, 2024 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit
exceeding Rs. 5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility
would not be applicable.

CAUTIONARY NOTE

The statements forming part of the Board''s Report may contain certain forward looking remarks within the
meaning of applicable securities laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support.
The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees
of the Company.

By the order of the Board of Directors of
Adishakti Loha and Ispat Limited

sd/- sd/-

PAWAN KUMAR MITTAL Swati Jain

(Director) (Director)

DIN:00749265 DIN:09436199

Date: 02/09/2024
Place: New Delhi