Directors Report of Ahimsa Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

[Rs. in ''000]

Particulars	2023-24	2022-23
Total Revenue	148072	203032
Total Expenditure	157464	208320
Exceptional Items	(219)	6253
Profit /(Loss) Before Tax	(9611)	966
Less: Current Tax Deferred Tax	342	(13)
Profit /(Loss) after Taxation	(9269)	952
Earnings per Equity Share	(1.69)	0.17

2. THE STATE OF THE COMPANY''S AFFAIRS:

The total income during the year has Rs. 14,80,71,750/- and Total expenditure of the
Company is Rs. 15,74,63,599/- The Loss before provision of Tax is Rs. 96,10,506/- The
Company Current Income Tax during the year is Nil. Deferred tax for the year under review
is Rs. 3,41,699/. The net loss of the Company is Rs. 92,68,807/- for the year under review.
Your directors will assure to put their efforts for growth of the company.

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

There were no Material changes in nature of business during the year.

4. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your Directors have decided not to
recommend any dividend for the period under review

5. TRANSFER TO RESERVES

During the current financial year our Company incurred a loss of Rs. 9268807/- and same
amount transfer to reserve this year.

6. SHARE CAPITAL

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year
under review.

B) SWEAT EQUITY

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

C) BONUS SHARES

No Bonus Shares were issued during the year review.

D) EMPLOYEE STOCK OPTION

During the year there is no employee stock option scheme approved.

7. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning of Section
2(6) of the Companies Act, 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 and
Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015
forms and integral part of this report and provides overview of the business and operations
of the Company as per "Annexure A"

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.

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

During the period under review, no significant and material order passed by the regulators
or courts or tribunals impacting the going concern status and company''s operations in
future.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your
Company as recommended by the Nomination and Remuneration Committee. The salient
aspects covered in the Nomination and Remuneration Policy covering the policy on
appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a director and other matters. The same
has been uploaded on website of the Company www.ahimsaind.com
Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment. The Committee has discretion
to decide whether qualification, expertise and experience possessed by a person are
sufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole¬
Time Director who has attained the age of seventy years. Provided that the term of the
person holding this position may be extended beyond the age of seventy years with the

approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole¬
Time Director for a term not exceeding five years at a time. No re-appointment shall be
made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the
Board of the Company and will be eligible for re-appointment on passing of a Special
Resolution by the Company and disclosure of such appointment in the Board''s report. No
Independent Director shall hold office for more than two consecutive terms of up to
maximum of 5 years each, but such Independent Director shall be eligible for appointment
after expiry of three years of ceasing to become an Independent Director. Provided that
an Independent Director shall not, during the said period of three years, be appointed in
or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable
Act, rules and regulations there under, the Committee may recommend, to the Board with
reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel
subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and
Senior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT
PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial
Personnel and Senior Management Personnel: The Remuneration/ Compensation/
Commission etc. to be paid to Director/Managing Director etc. shall be governed as per
provisions of the Companies Act, 2013 and rules made there under or any other enactment
for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive
Independent Director may receive remuneration/ compensation/commission as per the
provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits
as provided under the Companies Act, 2013 and rules made there under or any other
enactment for the time being in force and as may be decided by the Board in consultation
with Non-Executive/ Independent Director. Provided that Non-Executive Independent
Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and
when it deems necessary. This Policy may be amended or substituted by the Nomination
and Remuneration Committee or by the Board as and when required and also by the
Compliance Officer where there is any statutory changes necessitating the change in the
policy.

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process.
We believe that a truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender which will help us retain our competitive advantage. The
Board has adopted the Board diversity policy which sets out the approach to diversity of
the Board of Directors.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Change in office of Directors and Key Managerial Personnel of the Company during the
year

The members of the Company in their 28^th Annual General Meeting held on 15^th
September, 2023, re-appointed Mrs. Sneha Ashutosh Gandhi (DIN: 00654675) Whole Time
Director who retired by rotation and also re-appointed.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Ashutosh Gandhi (DIN: 00654563) Managing Director of
the Company is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the
ensuing Annual General Meeting. The brief resume of Mr. Ashutosh Gandhi (DIN:
00654563) Managing Director and other related information has been detailed in the
Annual Report.

During the period under review; Ms. Purvi Jatin Intwala, Additional Non-Executive Director
has been appointed w.e.f. 18^th May, 2023 and her appointment has been regularized at
28^th Annual General Meeting held on 15^th September, 2023 as Non-Executive director of
the company.

Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Company
resigned from the post of directorship w.e.f. from 23^rd January, 2024

14. ANNUAL EVALUATION OF BOARD''S AND COMMITTEE PERFORMANCE:

The Nomination and Remuneration committee of the board constituted under Section 178
of the Companies Act, 2013 has been made responsible for carrying out evaluation of every
Director''s performance. The board is required to evaluate the performance based on the
evaluation done by the Nomination and Remuneration committee.

The Nomination and Remuneration Committee carried out an evaluation of performance
of Independent Director, Individual Executive and Non-Executive Director and Board as
whole and that of its committees. The performance evaluation of the Chairman, the Non¬
Independent Directors and the Board as a whole was carried out by the Independent
Directors in a separate meeting. The exercise of performance evaluation was carried out

through a structured evaluation process covering various criteria as recommended by the
Nomination and Remuneration Committee.

The performance of the Nomination and Remuneration committee evaluated by Board of
directors, on the basis of the terms of reference of the committee.

The performance of Nomination and Remuneration committee reviewed by board of
directors and which is much satisfactory.

Then the committee reviewed the Board and other committee. The evaluation of the
Nomination and Remuneration Committee was left to the Board of the Directors.

The board as a whole and its committees were reviewed on the following parameters;

1) Size, structure and expertise of the Board

2) Frequency of Meetings

3) Effective discharge of functions and duties by Board and Committee prescribed
under the law and as per terms of reference.

4) Ensuring the integrity of the Company''s accounting and financial reporting systems,
independent audit, internal audit and risk management systems (for Board and
Audit Committee)

5) Working in the interests of all the stakeholders of the Company and such other
factors.

The performance of the board as a whole was satisfactory and up to the mark during the
year.

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and
Rules issued there under as well as under Regulation 16(b) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of
Conduct of the Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company as well as consequences
of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive
information and code of conduct to regulate, monitor and report trading by Insiders is
available on the website www.ahimsaind.com

All Board members and Senior Management Personnel have affirmed compliance of the
Code of Conduct. A declaration to this effect, signed by the Chairman & Managing Director
of the Company forms part of this Report. The Board has also adopted separate code of
conduct with respect to duties of Independent Directors as per the provisions of the
Companies Act, 2013.

17. COMMITTEES OF THE BOARD:

As on 31^st March, 2024, the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder''s Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section
177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is
given below:

Name of Director	Status	Nature of Directorship
Mr. Ashish N. Shah	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi	Member	Independent Non- Executive Director
Mr. Deep K. Trivedi*	Member	Non-Executive Director

During the year under review, Audit Committee re-constituted on 16^th February, 2024. Mr.
Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Company
resigned from the post of directorship w.e.f. from 23^rd January, 2024 and ceased to be
member of Audit Committee. Therefore, board has decided to appoint Ms. Purvi Jatin
Intwala, Non-Executive Director as member of Audit committee and re-constitutes the
structure of Audit Committee.

Re-constitution of Audit Committee

Name of the Director	Status	Nature of Directorship
Mr. Ashish Navnitlal Shah	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi	Member	Independent Non-Executive Director
Mrs. Purvi Jatin Intwala	Member	Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to
the Board for approval, with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to be
included in the Board''s Report in terms of Clause C of sub-section 3 of Section 134
of the Companies Act, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by
management.

d) Significant adjustments made in the financial statements arising out of audit
findings.

e) Compliance with listing and other legal requirements relating to financial
statements.

f) Disclosure of any related party transactions.

g) Qualifications in the draft audit report.

• Reviewing, with the management, the half yearly and annual financial statements before
submission to the board for approval.

• Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purpose other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the
Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors,
adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading department,
reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow up there on.

• Reviewing the finding of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of
a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors. ¹

• To overview the Vigil Mechanism of the Company and took appropriate actions in the
case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

During the Financial year 2023-24 Six (6) meetings were held on 10/04/2023, 18/05/2023,
15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024. The attendance records of the
members are as follows.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Audit Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & Non¬ Executive Director	6	4
Mr. Bhadresh A. Trivedi	Independent & Non¬ Executive Director	6	6
Mr. Deep K. Trivedi	Non-Executive Director	5	5
Mr. Purvi Intwala	Non-Executive Director	1	1

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line
with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation
19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below: ²

Name of Director	Status	Nature of Directorship
Mr. Ashish N. Shah	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi	Member	Independent Non- Executive Director
Mr. Deep K. Trivedi1	Member	Non-Executive Director

Director of the Company resigned from the post of directorship w.e.f. from 23^rd January,
2024 and ceased to be member of N & R Committee. Therefore, Board has decided to
appoint Ms. Purvi Jatin Intwala, Non-Executive Director as member of Nomination &
Remuneration committee and re-constitutes the structure of Nomination & Remuneration
Committee.

Re-constitution of Nomination & Remuneration Committee

Name of the Director	Status	Nature of Directorship
Mr. Ashish Navnitlal Shah	Chairman	Independent Non-Executive Director
Mr. Bhadresh A. Trivedi	Member	Independent Non-Executive Director
Mrs. Purvi Jatin Intwala	Member	Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company''s
Managing/Joint Managing/Whole time /Executive Directors, including all elements of
remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives,
stock options, pension, retirement benefits, details of fixed components and performances
linked incentives along with the performance criteria, service contracts. notice period,
severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of
Directors and on behalf of the shareholders with agreed terms of reference, the Company''s
policy on specific remuneration packages for Company''s Managing/Joint Managing/Whole
time /Executive Directors, including pension rights and any compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual or
other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met Four (4) times during the
year on 10/04/2023, 18/05/2023, 18/08/2023 and 16/02/2024 as per provisions of Section
178 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Nomination and Remuneration
Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & Non¬ Executive Director	4	3
Mr. Bhadresh A. Trivedi	Independent & Non¬ Executive Director	4	4
Mr. Deep K. Trivedi	Non-Executive Director	3	3
Ms. Purvi Intwala	Non-Executive Director	1	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI
(Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder
Relationship Committee is given below:

Name of Director	Status	Nature of Directorship
Mr. Bhadresh A. Trivedi	Chairman	Independent Non-Executive Director
Mr. Ashish N. Shah	Member	Independent Non- Executive Director
Mr. Deep K. Trivedi*	Member	Non-Executive Director

During the year under review, Stakeholders Relationship Committee re-constituted on 16^th
February, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of
the Company resigned from the post of directorship w.e.f. from 23^rd January, 2024 and
ceased to be member of S & R Committee. Then, board has decided to appoint Ms. Purvi
Jatin Intwala, Non-Executive Director as a member of Stakeholders Relationship
committee and re-constitutes the structure of Stakeholders Relationship Committee.

Re-constitution of Stakeholders Relationship Committee

Name of the Director	Status	Nature of Directorship
Mr. Bhadresh A. Trivedi	Chairman	Independent Non-Executive Director
Mr. Ashish Navnitlal Shah	Member	Independent Non-Executive Director
Mrs. Purvi Jatin Intwala	Member	Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders''/investor''s complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares,
debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met Three (3) times during the year
on 18/05/2023, 09/11/2023 and 16/02/2024 as per provisions of Section 178 of the
Companies Act, 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder Relationship
Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings Attended
Mr. Ashish N. Shah	Independent & Non¬ Executive Director	3	2
Mr. Bhadresh A. Trivedi	Independent & Non¬ Executive Director	3	3
Mr. Deep K. Trivedi	Non-Executive Director	2	2
Ms. Purvi Intwala	Non-Executive Director	1	1

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Six (6) times during the year on 10/04/2023,
18/05/2023, 15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024 in respect of which
proper notices were given and the proceedings were properly recorded, signed and
maintained in the Minutes book kept by the Company for the purpose.

The intervening Gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Name of Directors	Category	Meetings Held during the tenure of the Directors	Meetings Attended	Attendance at the last AGM held on 15th Sept, 2023	No. of committee membership in which he/she is a member and Chairperson
Mr. Ashutosh D. Gandhi	Promoter / Managing Director	6	6	Yes	None
Mrs. Sneha A. Gandhi	Whole-time Director	6	6	No	None
Mr. Ashish N. Shah	Independent &Non- Executive Director	6	4	Yes	Chairman in Two Committees Member in one Committees
Mr. Bhadresh A. Trivedi	Independent &Non- Executive Director	6	6	Yes	Chairman in one Committees Member in two Committees
Mr. Deep K Trivedi	Non-Executive Director	5	5	Yes	Member in Three Committees
Ms. Purvi Jatin Intwala	Non-Executive Director	5	5	No	Member in Three Committees

Independent Directors'' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the
Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the
Independent Directors of the Company was held on 18^th August, 2023.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent Directors
Meeting.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent & Non¬ Executive Director	1	1
Mr. Bhadresh A. Trivedi	Independent & Non¬ Executive Director	1	1

18. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in
the preparation of annual accounts for the year ended on 31^stMarch, 2024 and state that:
In the preparation of the annual accounts for the year ended March 31, 2024, the
Applicable accounting Standards have been followed and there are no materials
Departures from the same;

I. In the preparation of the annual accounts for the year ended March 31, 2024, the
Applicable accounting Standards have been followed and there are no materials
Departures from the same;

II. 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 the affairs of the company as at March 31, 2024
and of the profit of the company for the year ended on that date;

III. The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for

safeguarding the Assets of the company and for preventing and detecting fraud and
other irregularities;

IV. The Directors had prepared annual accounts on a ''going concern'' basis.

V. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the
Annual Return for the year ending on March 31, 2024 is available on the Company''s
website at https://www.ahimsaind.com.

20. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in
excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Disclosures pertaining to remuneration and other details as required
under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure B''''.

21. SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There was no case filled or registered with the
Committee during the year, under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a
healthy and safe environment for every women employee at the workplace and made the
necessary policies for safe and secure environment for women employee.

22. COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.

23. CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance of
the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with stock exchanges are annexed herewith
as "Annexure C''''.

24. DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with India
Accounting Standards ("Ind AS"), notified under section 133 of Companies Act, 2013 read
along with Companies (Indian Accounting Standards) Rules, 2015 as amended and other
relevant provisions of the Act.

25. RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal control systems are also
put in place by the Company on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational objectives with
optimum utilization of the resources.

The company has developed and implemented risk management policy. Company has an
effective risk management system to keep track of business and operational hazards. All
major functions and divisions are responsible for independently monitoring risks in their
respective areas of operations. The risk management process is overseen by the
Company''s board of directors.

The Company, through its risk management process, aims to contain the risks within its
appetite. There are no risks which in the opinion of the Board threaten the existence of
the Company.

26. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE
RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arm''s length
basis.

During the year, the Company had not entered into any contract/ arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materially
significant related party transactions which could have potential conflict with interest of
the Company at large.

The Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions as approved by the Board is put up on the Company''s website and can be
accessed at https://www.ahimsaind.com/investor-relation/codes-policies-of-company/

Members may refer Note No. 3.28 to the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind AS 18.

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

The particulars of Loans, guarantees or investments made under Section 186 are furnished
hereunder:

Details of Loans:

SR No	Date of making loan	Detail of Borrower	Amount	Purpose for which the loan is to be utilized by the Recipient	Time period for which it is given	Date of Board Resolu¬ tion	Date of Special Resolu¬ tion (if required)	Rate of Interest	Expected rate of return
				NA

Details of Investments:

SR No	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of Board Resolution	Date of Special Resolution (if required)	Expected rate of return
				NA

Details of Guarantee / Security Provided:

SR No	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the security/ guarantee is proposed to be utilized by the recipient	Date of Board Resolution	Date of Special Resolution (if required)	Commission
				NA

27. LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from
the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules,
2014.

28. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate
Avenues to the employees to bring to the attention of the management, the concerns
about any unethical behavior, by using the mechanism provided in the Policy. In cases
related to financial irregularities, including fraud or suspected fraud, the employees may
directly approach the Chairman of the Audit Committee of the Company. We confirm that
no director or employee has been denied access to the Audit Committee during FY 2023¬
24.

The Policy provides that no adverse action shall be taken or recommended against any
employee in retaliation to his/her disclosure, if any, in good faith of any unethical and
improper practices or alleged wrongful conduct. This Policy protects such employees from
unfair or prejudicial treatment by anyone in the Company. The same is available on the
Company''s Web Site https://www.ahimsaind.com.

With a view to regulate trading in securities by the Directors and Designated Employees,
the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) and
Vigil Mechanism/Whistle Blower Policy. The Code also covers the policy and procedures
for inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspected
leak of UPSI. The Code/Policy is available on the website of the Company
https://www.ahimsaind.com/investor-relation/codes-policies-of-company/.

29. STATUTORY AUDITORS:

M/s Mistry and Shah (Firm Registration No 122702W), Chartered Accountants, have been
appointed as Statutory Auditors of the Company for a period of 5 years at the 26^th Annual
General Meeting was held on 24^th September, 2021 to hold the office from conclusion of
that meeting until the conclusion of the 31^st Annual General Meeting of the Company. As
required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of
Section 143 of Companies Act, 2013.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.
There are no qualifications or reservations or adverse remarks or disclaimers given by
Statutory Auditors of the Company and therefore do not call for any comments under
Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in
this Annual Report.

32. SECRETARIAL AUDIT REPORT

In terms of section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah,
Practicing Company Secretary, Ahmedabad have been appointed as a Secretarial Auditor
of the Company. The report of the Secretarial Auditor is enclosed as "Annexure- D" to this
report. There are no qualifications or reservations or adverse remarks or disclaimer in the
said Secretarial Audit Report.

33. INTERNAL AUDIT & CONTROLS

During the year, the Company continued to implement her suggestions and
recommendations to improve the control environment. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditor''s findings are discussed with the process owners
and suitable corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its
activities. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

35. REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy
and practices. In order to ensure transparent communication of our sustainability efforts
to all our stakeholders we have made conscious efforts through technology innovation and
effective communication and transparency.

36. DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies
Act, 2013 during the period.

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

Information in accordance with the provisions of Section 134 read with the Companies
(Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are
furnished hereunder in "Annexure E."

38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial
relations were cordial.

39. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Ashutosh Gandhi, Managing
Director and Mr. Darshankumar Mistri, Chief Financial Officer has given CEO/CFO
Certificate as per the format specified in part B to the Schedule II of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and said certificate was placed before the meeting of Board of Directors in their
meeting held on May 18, 2024.

40. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR

The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfil
their duties as Independent Directors and statement for the same is mentioned in
Corporate Governance Report.

41. DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016

No application has been made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

42. DETAILS OF ANY SETTLEMENT MADE WITH BANKS OR FINANCIAL INSTITUTIONS

No settlement is made with any Bank or Financial Institution during the year.

43. SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has complied
with applicable secretarial standards issued by the Institute of Company Secretaries of
India, during the financial year under review.

44. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable
contribution and dedication shown by the employees of the Company, RTA, Auditors and
Practicing Company Secretary which have contributed to the successful management of
the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients,
Banks, Government, Regulatory Authorities and Stock Exchange for their continued
support.

By Order of the Board of Directors
AHIMSA INDUSTRIES LIMITED

Sd-

Ashutosh Damubhai Gandhi

Place: Ahmedabad Managing Director

Date: 2^nd August, 2024 DIN: 00654563

Sd/-

Sneha Ashutosh Gandhi

Place: Ahmedabad Whole time Director

Date: 2^nd August, 2024 DIN: 00654675

1

To review the functioning of the Whistle Blower mechanism, in case the same is existing.

2

During the year under review, Nomination & Remuneration Committee re-constituted on
16^th February, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive

---

Mar 31, 2016

To

The Members,

AHIMSA INDUSTRIES LIMITED AHMEDABAD

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

FINANCIAL SUMMARY

_(Amount in Rs.)

Particulars	2015-2016	2014-2015
Total Revenue	608806639.31	327666777
Profit /(Loss) Before Tax	21382305.83	(7573994)
Less: Current Tax	(6665957)	0.00
Deferred Tax	3678183	(579367)
Profit /(Loss) after Taxation	18394531.83	(8153156)
Less: tax paid for earlier years	0.00	0.00
Profit /(Loss) after Taxation	18394531.83	(8153156)
Balance carried to Balance Sheet	18394531.83	(8153156)

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2015-16 and period subsequent there to have been given hereunder:

- The total income of the Company during the financial year 2015-16 was Rs. 608806639.31 against the income of Rs. 327666777 in the previous financial year 2014-15.

- The total expenditure during the year was Rs. 587424333.48 against Rs. 33391028 in the previous year 2014-15. The Profit/(Loss) after tax for the year under review at Rs. 18394531.83 was likewise higher than that of loss in the previous year of Rs. 8153156.

- The Directors trust that the shareholders will find the performance of the company for financial year 2015-16 to be satisfactory. The Earning Per Share (EPS) of the company is 3.90 per share.

-Initial Public issue of Rs. 15180000 (Rupees one Crore Fifty-one Lacs eighty Thousand only) divided 1518000 (Fifteen lacs Eighteen Thousand) equity shares of Rs. 10 each as on 9^th October, 2015. Due to Initial Public Offer, Paid up Share capital of the Company is increased from Rs. 39559900 to Rs. 54739900.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

RESERVES

During the current financial year our Company has gained a net profit of Rs.

608806639.31 as against the loss of Rs 8153156 in P.Y. 2014-15, your Directors have transferred Rs. 24064551.83 to Reserve for strengthen the financial position of the Company in nearest future.

CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main businesses of company; there is no change in the nature of the business of the Company during the year.

CHANGE OF NAME

The Company has changed its name from “AHIMSA INDUSTRIES PRIVATE LIMITED” to “AHIMSA INDUSTRIES LIMITED” with effect from 25th May, 2015. The change of name was approved by the members in the Extra Ordinary General Meeting of the Company held on 27th April, 2015.The Registrar of Companies, Gujarat, Dadra and Nagar Haveli has, on 25th May, 2015, issued the new certificate of incorporation recording the change in the name of the Company.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 7,50,00,000 (Rupees Seven Crore Fifty lacs only) divided into 75,00,000 (Seventy-Five lacs) equity shares of Rs. 10 each.

The Paid up share capital of the Company is increased from Rs. 3,95,59,900 (Rupees Three Crore Ninety-Five Lacs Fifty-Nine Thousand Nine hundred only) divided 39,55,990 (Thirty-Nine lacs Fifty-Five Thousand Nine hundred and Ninety) equity shares of 10/- each to Rs. 5,47,39,900 (Rupees Five Crore Forty-Seven lacs thirty-Nine thousand Nine hundred only) divided into 54,73,990 (Fifty-Four lacs Seventy-Three Thousand Nine hundred and Ninety) equity shares of Rs. 10 each due to Initial Public issue of Rs. 1,51,80,000 (Rupees one Crore Fifty-one Lacs eighty Thousand only) divided 15,18,000 (Fifteen lacs Eighteen Thousand) equity shares of Rs. 10 each as on 9^th October, 2015.

MATERIAL CHANGES AND COMMITMENTS 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

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

- The Company has appointed one additional Director.

- The Company has taken note of resignation of Ms. Gajara J. Joshi (Membership No. A37875) as Company Secretary and Compliance Officer under the provisions of the Companies Act, 2013.

- The Company has appointed Ms. Poonam P. Panchal (Membership No. A44616) Company Secretary and Compliance Officer under the provisions of the Companies Act, 2013.

- The Company has taken note of resignation of M/s K. H. Trivedi & Co. (FRN: 111054), Statutory Auditor''s of Company under the provisions of the Companies Act, 2013.

- The Company has appointed M/s Mistry and Shah (Firm Registration No 1227O2W), Chartered Accountants, as Statutory Auditors of Company under the provisions of the Companies Act, 2013.

- The Company has appointed Mr. Nitesh P. Shah (Membership No. A35681), practicing Company Secretary as Secretarial Auditor of Company under the provisions of the Companies Act, 2013.

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

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

- DIRECTOR RITIRED BY ROTATION

Mrs. Sneha A. Gandhi (DIN: 00654675), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

- APPOINTMENT OF DIRECTOR

There is an appointment of following Directors in the composition of the Board of Directors of the company as given below:-

Sr. No	Name	Designation
1.	Kiritkumar Harishankar Trivedi	Director

Appointment of Mr. Kiritkumar H. Trivedi as a Director of Company in the meeting of Board of Directors to be held on 26^th May, 2016.

-CHANGES IN KEY MANAGERIAL PERSONNEL

-The Company take note of Resignation of following Key Managerial Personnel

Sr. No	Name of the Key Managerial Personnel	Designation
1.	Gajara Jagirambhai Joshi	Company Secretary and Compliance Officer

Resignation of Ms. Gajara J. Joshi (Membership No. A37875) as Company Secretary and Compliance Officer of Company as on 4^th April, 2016.

-The Company has appointed following Key Managerial Personnel.

Sr. No	Name of the Key Managerial Personnel	Designation
1.	Poonam Pravinbhai Panchal	Company Secretary and Compliance Officer

Appointment of Ms. Poonam P. Panchal (Membership No. A44616) as Company Secretary and Compliance Officer of Company in the meeting of Board of Directors held on 26^th May, 2016.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2015-16.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure I.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 11 times during the year on 27/04/2015, 27/05/2015, 23/06/2015, 24/06/2015, 15/07/2015, 23/07/2015, 18/08/2015, 30/09/2015, 07/12/2015, 12/01/2016 and 01/03/2016 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013

Name of Directors	Category	Meetings held during the tenure of the Directors	Meetings Attended	Attendance at the last AGM held on 30th September, 2015	No. of committee/ membership in which he/she is a member and Chairperson
Mr. Ashutosh D. Gandhi	Promoter / Managing Director	11	11	Yes	None
Mrs. Sneha A. Gandhi	Whole-time Director	11	11	Yes	None
Mr. Ashish N. Shah	Independent &Non- Executive Director	11	11	Yes	Chairman in two Committee. Member in four Committee

Mr. Bhadresh A. T rivedi	Independent &Non- Executive Director	8	8	Yes	Chairman in two Committee. Member in four Committee
Mr. Jignesh A. Shah	Non Executive Director	11	11	Yes	Member in three Committee.

MEETING OF AUDIT COMMITTEE

The members of Audit Committee met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 177 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (00089075) is chairman of Audit Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent &Non-Executive Director	1	1
Mr. Bhadresh A. Trivedi	Independent &Non-Executive Director	1	1
Mr. Jignesh A. Shah	Non-Executive Director	1	1

MEETING OF NOMINATION AND REMUNERATION COMMITTEE

The members of Nomination and Remuneration Committee met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (00089075) is chairman of Nomination and Remuneration Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent &Non-Executive Director	1	1
Mr. Bhadresh A. Trivedi	Independent &Non-Executive Director	1	1
Mr. Jignesh A. Shah	Non-Executive Director	1	1

MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

The members of Stakeholder Relationship Committee met one time during the year on 13^th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder Relationship Committee.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent &Non-Executive Director	1	1
Mr. Bhadresh A. Trivedi	Independent &Non-Executive Director	1	1
Mr. Jignesh A. Shah	Non-Executive Director	1	1

MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent Directors Meeting.

Members	Category	Meetings held during the tenure of the Directors	Meetings attended
Mr. Ashish N. Shah	Independent &Non-Executive Director	1	1
Mr. Bhadresh A. Trivedi	Independent &Non-Executive Director	1	1

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committees and takes care of recommendation made by independent directors.

DECLARATION BY INDEPENDENT DIRECTORS:

A declaration by both Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure II and III.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors. More details of the same are given in the Corporate Governance Report.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies.

AUDITORS

1. STUTORY AUDITOR

The Company in its Board Meeting held on 2^nd April, 2016 appointed M/s Mistry and Shah (Firm Registration No 122702W),Chartered Accountants, as Statutory Auditors of the Company to fill the Casual Vacancy caused by the resignation of M/s K. H. Trivedi & Co., Chartered Accountants, Ahmedabad bearing FRN : 111054W . The appointed Statutory Auditor has hold office from the board meeting held on 2nd April, 2016 to 21^st Annual General Meeting subject to Re-appointment from the conclusion of 21^st AGM until the conclusion of the 26^th consecutive AGM. However, their terms of appointment and remuneration shall be ratified by the members of the Company in this AGM.

-AUDITORS’ REPORT

The notes on financial statement referred to in the auditor''s report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.

2. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah, Practicing Company Secretary have been appointed as a Secretarial Auditors of the Company in the meeting of Board of Director held on 26th May, 2016. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is self-explanatory and do not call for any further comments. Annexure IV

3. INTERNAL AUDIT & CONTROLS

The Company continues to engage Ms. Pooja Shah, Chartered Accountant as Internal Auditor of Company. During the year, the Company continued to implement her suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of Audit Committee has responsible for issue pertaining to same.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE V.

INTERNAL CONTROL SYSTEMS

The Company''s internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

- Timely and accurate financial reporting in accordance with applicable accounting standards.

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies.

DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 of the Companies Act, 2013 during the period, nor there any outstanding deposit of earlier years within the meaning of Section 58A of the Companies Act, 1956.

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

The particulars of Loans, guarantees or investments made under Section 186 are furnished hereunder:

Details of Loans:________

SR No	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilize d by the recipient	Time period for which it is given	Date of Board Resolution	Date of Special Resolution (if required )	Rate of Interest	Security
				NA

Details of Investments:

SR No	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of Board Resolution	Date of Special Resolution (if required)	Expected rate of return
				NA

Details of Guarantee / Security Provided:

SR No	Date of providing security/guarantee	Details Of recipient	Amount	Purpose for which the security/guarantee is proposed to be utilized by the recipient	Date of Board Resolution	Date of Special Resolution (if require d)	Commission''
				NA

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure VI

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

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder in Annexure VII

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2016;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- that the Directors had prepared the annual accounts on a going concern basis.

- that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed herewith as Annexure - VIII

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

By Order of the Board of Directors

AHIMSA INDUSTRIES LIMITED

Ashutosh Damubhai Gandhi

Place: Ahmedabad Managing Director

Date: 26th May, 2016 DIN:00654563

Sneha Ashutosh Gandhi

Place: Ahmedabad Whole time Director

Date: 26^th May, 2016 DIN:00654675

---

Mar 31, 2015

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL SUMMARY

(Amount in Lacs)

Particulars 2014-2015 2013-2014

Total Revenue 3276.66 2176.80

Profit /(Loss) Before Tax (75.74) 6.81

Less: Tax Expenses

Current Tax 0.00 1.30

Deferred Tax (5.79) 0.00

Profit/(Loss) After Taxation (81.53) 17.08 Less: Tax paid for earlier years 0.00 0.00

Profit After Tax (81.53) 17.08

Balance carried to Balance Sheet (81.53) 17.08

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2014-15 and period subsequent there to have been given hereunder:

- This year, the turnover of the company has increased by 50% but due to increase expenses of finance cost, Gratuity & non cash expense of depreciation, Company has made loss of Rs. 81,53,156.00

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 of the Companies Act, 2013 during the period, nor there any outstanding deposit of earlier years within the meaning of Section 58A of the Companies Act, 1956.

RESERVES

Your Directors do not recommend any amount to be transferred to any Reserves in view of loss of Rs. 81, 53,156.00/- for the current year to the Balance Sheet during the financial year ended March 31, 2015.

CAPITAL STRUCTURE

There is a change in the authorised and paid up share capital of the company during the year as given below:

The Authorised Share Capital of the Company is increased from Rs. 2,00,00,000/- (Rupees Two crore only) divided into 20,00,000 (Twenty lacs) equity shares of Rs. 10/- each to Rs 7,50,00,000/- (Rupees Seven crore Fifty lacs only) divided into 75,00,000 (Seventy Five lacs) equity shares of Rs. 10/- each

The Paid up share capital of the Company is increased inform Rs. 63,20,900/- (Rupees Sixty- Three lacs Twenty thousand Nine hundred only) divided into 6,32,090 (Six lacs Thirty Two thousand Ninety) equity shares of Rs. 10/- each to Rs 3,95,59,900/- (Rupees Three crore Ninety Five lacs Fifty Nine thousand Nine hundred only) divided into 39,55,990 (Thirty Nine lacs Fifty Five thousand Nine hundred and Ninety) equity shares of Rs. 10/- each.

The Company has issued 163450 Equity Shares of face value of Rs. 10/- each at price of Rs. 78 per share including premium of Rs. 68 per share under section 62 of the Companies Act, 2013.

The Company has issued 3160450 Bonus Equity Shares of Rs. 10/-each at ratio of 5:1 to the existing Shareholders and a total out go from the reserves being Rs. 17164580 and from die Share Premium Account Rs. 14439920 during the year under review.

INDUSTRY SCENARIO AND STATE OF COMPANY'S AFFAIRS

The Company is engaged into the business of manufacturing of plastics products and trading of all types goods in India and also in other various countries outside India.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during die year.

MATERIAL CHANGES AND COMMITMENTS 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

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

- The Company was converted from Private Limited to Public Limited vide its Fresh Certificate of Incorporation dated 25th May, 2015.

- The Company has appointed one Independent & Non-Executive Director. There is also change in designation of one director from Non-Executive Director to Independent & Non-Executive Director which is required to be appointed under the provisions of the Companies Act, 2013.

- The Company has convened Extra Ordinary General Meeting on 27111 April 2015 and passed Special Resolution for approval of Initial Public Offer which shah not exceed Rs 10 crore.

- The Company has appointed Chief Executive Officer which is required to be appointed under the provisions of the Companies Act. 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY TIIE REGULATORS OR COURTS OR TRIBL NALS IMPACTING THE GOING CONCERN STATUS ANP COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. CHANGES IN DIRECTORS

There is an appointment of following Directors and Key Managerial Personnel during I he financial year in the composition of the Board of Directors of the company as given below:

Sr Name of the Key Managerial Personnel Designation No

1. Ashutosh Damubhai Gandhi Managing Director (Change in Designation)

2. Sneha Ashutosh Gandhi Whole-time Director (Change in.Designation]

3. Ashish Navnitlal Shsh Non Executive Director

4. Jignesh Anubhai Shah Non Executive Director

5. Gajara Jagirambhai Joshi Company Secretary

6. Shrenikbhai Madhukarbhai Khatwala Chief Financial Officer

2. DECLARATION BY THE 1NDEPEDNENT DIRECTORS

The Company was Private Limited Company as on 315E March, 2015, hence it was not required to appoint Independent Director on the Board of the Company.

3. CHANGES IN KEY MANAGERIAL PERSONNEL

The Company has appointed following Key Managerial Personnel during the Financial Year:

Sr Name of the Key Managerial Personnel Designation No

1. Ashutosh Damubhai Gandhi Managing Director

(Change in Dgsignation)

2. Sneha Ashutosh Gandhi Whote-ttme Director {Change in Designation)

3. Gajara Jagirambhai Joshi Company Secretary

4. Shrenikbhai Madhukarbhai Khatwala Chief Financial Officer

Following person was appointed as Chief Executive Officer in the Company after 31st March.2015:

Sr Name of the Key Managerial Personnel Designation No

1. Sanjay Bhoiashanker Agrawaj Chief Executive Officer

4, RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2613 and Articles of Association of the Company. Ashutosh Damubhai Gandhi (DIN: 00654563) retires by rotation and is eligible for re-appointment,

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 14 times during the year on 29/07/2014. 02/09/2014, 05/09/2014, 29/09/2014, 15/10/2014, 20/11/2014. 06/12/2014, 10/12/2014, 18/12/20 R 01/01/2015, 16/01/2015, 03/02/2015, 13/03/2015 and 31/03/2015 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Company was a Private Company as on 3TL March, 2015, hence, provisions of Section 177 of the Companies Act, 2013 were not applicable.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 21114:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the Financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies.

DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the rules framed there under.

AUDITORS

The Company in its Annual General Meeting (AGM) held on 30/09/2014 appointed M/s KH TR1VEDI & CO (Firm Registration No 111054W), Chartered Accountants, as Statutory Auditors oT the Company to hold office for the period of 5 consecutive years from the conclusion of that AGM until the conclusion of the sixth consecutive AGM However, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM.

AUDITORS1 REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in Iheir report.

SECRETARIAL AUDIT REPORT

The requirement of obtaining a Secretarial Audit Report from the practicing company secretary is not applicable to the Company.

VTGIL MECHANISM

Since the Company was Private Company as on 31st March, 2015, the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under were not applicable on the Company,

RISK MANA GEMENT POLICY

The Company was a Private Limited Company as on 31s1 March, 2015; hence it is not covered under the purview for constituting Risk management committee under the provisions of lis ling agreement. The Company has developed and implemented Risk Management Policy for identification of element of risk which may threaten the existence of the Company and also developed tool to overcome such elements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UN PER SECTION 1S6 OF Til F COMPANIES ACT. 2013

The particulars of Loans, guarantees or investments made under Section 186 arc furnished hereunder:

Details of Loans:

SL Date of Details Amou- Purpose for Time Date Date No making of nt which the period of BR ofSR loan Borrower loan is to be for (if utilized by which reqd)

the recipient it is given

NA

Rate Secur of -ity Intere -st

Details of Investmcnts:-

SL Date of Details Amount Purpose for which Date of Date of Expe- eted No investm of the proceeds from BR SR(if rate of -ent investee invest- ment is reqd) return proposed to be utilized by the recipient NA

Details of Guarantee / Security Provided:

SL Date of Details Amount Purpose for Date of Date of Commi- ssion No provid- ing of which the BR SR (if secu- rity/ guaran reci- pient secu- any> rity/ guarant ee is pro- posed to be uti- lized by the reci- pient

NA

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

FORM NO. AOC -2 ATTACHED SEPARATELY

INTERNAL CONTROL SYSTEMS

The Company's interna] control systems are adequate and commensurate with the nature and size of the Company and it ensures;

- Timely and accurate financial reporting in accordance with applicable accounting standards.

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies.

HUMAN RESOURCES AND IMDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

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

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder,

Total energy consumption and energy consumption per unit of production

Particular Unit 2014-15 2013-14

Power and Fuel Consumption

Electricity

Purchase

Unit KWH 1875335 1773783

Total Amount Rs. 12904240 10355496

Rate/Uni 6.88 5.84

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; - NA

(ii) the steps taken by the company for utilising alternate sources of energy: - NA

(iii) the capital investment on energy conservation equipments; - NA

(B) Technology absorption-

(i) the efforts made towards technology absorption; - NA

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: - NA

(iii) in case of imported technology f imported during the last three years reckoned from die beginning of the financial year) - NA

(a) the details of technology imported: - NA

(b) the year of import; - NA

(c) whedier die technology been fully absorbed: - NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -NA

(iv) the expenditure incurred on Research and Development. - NA

FOREIGN EXCHANGE EARNINGS & OUTGO

The information required to be given In respect of foreign exchanges and outgo is provided in the notes forming part of accounts. Members are requested to refer the same.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to die requirements of Section 134(5) of die Companies Act, 1956, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) thai 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 viewr of the state of affairs of the Company at die end of the financial year and the profit or loss of the Company for the period ended 31.03.2015;

c) dial the Directors had taken proper and sufficient care for die maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis and

e) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act. 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies lor safe and secure environment for women employee.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed as ANNEXURE - I and forms part of this report,

ACKNOWLEDGEMENT

Your Directors' wishes 10 place on record its sincere thanks to all the Customers. Suppliers. Bankers and Central and State Government Aulhorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board. By Order nf the Board of Directors

For, AHTMSA INDUSTRIES LIMITED

Place: Ahmedabad

Date: 15 th July 2015 Name : Ashutosh DamuUiai Gandhi

Designation : Managing Director

DIN ; 00654563



Name : Sneha Ashutosh Gandhi

Designation : Whole-time Director

DIN : 00654675