Your Directors are pleased to present the 39th Annual Report and the Company’s N
Audited financial statement for the financial year ended March 31, 2024.

*

1. FINANCIAL RESULTS:

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

*

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS:

The turnover of the Company was Rs. 5223.88 lakhs for the year ended
March 31, 2024, decrease of 35.19%, as compared to Rs. 8059.74 lakhs
in the previous year. The Company’s Profit from Operations for the year
ended March 31, 2024, was Rs. 4.68 lakhs, a decrease of 97.10%, as
compared to Rs. 161.11 lakhs in the previous year mainly due to the
higher costing of SSP with low rate of Subsidy.

2. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 read with Schedule V to the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), is given in “Annexure I” to this Report.

i

3. DIVIDEND: |

In order to conserve the resources of the Company the Board of directors has
decided not to recommend any dividend for the financial year 2023-24.

4. AMOUNTS TRANSFERRED TO RESERVES: I

The Board discussed and decided to transfer the profit of the year in reserves
account.

I

5. ANNUAL RETURN:

Pursuant to the provisions of section 134 (3) (a) and section 92 of the Act read
with Rule 12 of the Companies (Management and Administration) Rules, 2014,
annual return of the Company as at 31st March, 2024 is uploaded on the
website of the Company at www.asianfertilizers.com.

6. NUMBER OF BOARD MEETING:

Four meetings of the Board of Directors were held during the year as on
26.05.2023, 12.08.2023, 14.11.2023 and 14.02.2024.

Leave of absence was granted to the non-attending directors on their request
and noted in the attendance register as well as in the minutes of the meetings.

7. ANNUAL GENERAL MEETING:

The Annual general meeting of the Company for the financial year 2022-23
was held on 30/09/2023.

8. RELATED PARTY CONTRACT AND ARRANGEMENT OF THE COMPANY:

All the related party transactions entered during the financial year 2023-24
were in the ordinary course of business of the Company and were on an arm’s
length basis. There were no materially significant related party transactions
entered by the Company with Promoters, Directors, Key Managerial Personnel,
or other persons who may have a potential conflict with the interest of the
Company.

All such Related Party Transactions are placed before the Audit Committee
for approval, wherever applicable. Prior omnibus approval is obtained for the
transactions that are foreseen and repetitive in nature. A statement of all
related party transactions is presented before the Audit Committee every
quarter, specifying the transactions' nature, value, and terms and conditions
for approval, wherever applicable. Prior omnibus approval is obtained for the
transactions that are foreseen and repetitive in nature. A statement of all
related party transactions is presented before the Audit Committee every
quarter, specifying the nature, value, and terms and conditions of the
transactions.

The policy on dealing with Related Party Transactions has been framed by the
Board of Directors with the prior approval of the Audit Committee.

All related party transactions entered by the Company were in the ordinary
course of business and were on an arm’s length basis, form AOC-2 is annexed
with this report as “ANNEXURE -II” to the Director’s Report.

The details of the transactions with the Related Party are provided in the
accompanying financial statements.

9. AUDITORS & AUDITORS’ REPORT:

(a) Statutory Auditors & Audit Report:

Under provisions of Section 139 of the Act and Rules made thereunder, M/s
Kapoor Tandon & Associates, Chartered Accountants, Kanpur were appointed
as Statutory Auditors of the Company for a term of five years, to hold office
from the conclusion of the 38th Annual General Meeting of the Company held
on September 30, 2023, till the conclusion of the 43rd Annual General

Meeting to be held in the year 2027. They have confirmed that they are not ;
disqualified from continuing as Auditors of the Company.

M/s. Kapoor Tandon & Associates, Chartered Accountants, Kanpur submitted i
their report for the financial year ended March 31, 2024. The observations of
the auditors are explained wherever necessary in inappropriate notes to the
accounts. Also, there is no adverse comment in the Auditor’s Report.

(a) Secretarial Auditor & Secretarial Audit Report:

The Board, on the recommendation made by the Audit Committee, had
appointed Mr. Awashesh Dixit, Practicing Company Secretary, Kanpur to
conduct a Secretarial Audit for the F.Y. 2023-24. The Secretarial Audit I
Report for the financial year ended March 31, 2024, is annexed with this report
as ANNEXURE III” to this Report. The Secretarial Audit report contains few
adverse remarks or disclaimers.

Replies of qualification marks in the Secretarial Audit Report are as follows.

(i) The company has provided the facility of Demat of the shares to all the
shareholders. However, the process of Demat of shareholding including
promoters is in progress;

The Demat of shares is in the process.

(ii) As inform by the management listing fee for the financial year 2024- j
2025 is pending and the matter is in discussion with Stock Exchange.

The Listng Fee is due to the reason that the company has not received any I
invoice from the stock exchange for the payment made earlier and also
payments not showing in the GSTR-2B as we already shared the proof of
payments with the BSE.

For this Company communicates with BSE via mail or telephone regularly and will
pay the listing fee after resolving the matter of invoices as due to this Company
unable to claim ITC for previous years.

(in) Compliance strictly needs to adhere in terms of provision of
regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading)
Regulation 2015 regarding the Structured Digital Data Base.

Company is in the process of arranging software for Reg 3(5) and 3(6) of SEBI
(Prohibition of Insider Trading) Regulation 2015 regarding the Structured
Digital Database and till then Company maintain in-house data.

(c) Cost Auditor:

M/s K. S. Bhatnagar and Associates, Cost Accountants were appointed as the
Cost Auditor of the Company for the financial year ended March 31, 2024, to
conduct the audit of Cost records of the Company. They have been re¬
appointed as the Cost Auditor of the Company for the financial year ending
on March 31, 2025. Pursuant to provisions of section 148(3) of the Act read
with Companies (Audit and Auditors) Rules, 2014, as amended, the
remuneration payable to Cost Auditors has to be ratified by the Members of
the Company. Accordingly, the Board seeks ratification at the ensuing Annual
General Meeting of the remuneration payable to the Cost Auditor for the
financial year ending on March 31, 2025.

10. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION
186:

The Particulars of loans, Guarantees & Investments U/S 186, for the financial
year 2023-2024 have been mentioned in the balance sheet attached with the
report.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION:

The Company would like to inform you that no material changes and
commitments affecting the financial position of the Company have occurred
during the period from the end of the financial year till the date of this report.

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

a) Conservation of Energy

Since the operations of the Company are not energy-intensive, therefore it
does not call for any steps to be taken.

Therefore clauses (i), (ii) & (iii) of Rule 8 are not applicable.

b) Technology Absorption

The Company has not imported any specific technology for its operations
which are not updated in India.

13. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

The Company would like to inform you that the risks which threaten the

existence of the Company have been identified and accordingly a risk
management framework has been created and adopted by the Company.

Further, the internal auditor of the Company has been cast with the
responsibility of monitoring this framework and reporting to the management
the key risks affecting the business.

14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Appointment of Directors and Key Managerial Personnel

Mr. Amod Agrawal, Independent Director was appointed w.e.f.26/05/2023
as an additional Director.

Mr. Dinesh Agarwal, Independent Director was appointed w.e.f. 26/05/2023
as an additional Director.

Mr. G. N. Gupta, Independent Director of the Company resigned/retired
during the financial year 2023-24

Mr. Anurag Tulsyan, Independent Director of the Company resigned/
retired during the financial year 2023-24.

b. Retirement by Rotation

Mrs. Usha Matanhelia, (Women Director), is liable to retire by rotation and
being eligible offer herself for re-appointment in the ensuing AGM.

The brief resume of Mrs. Usha Matanhelia, (Women Director) of the
Company, retiring by rotation but seeking re-appointment at the ensuing
Annual General Meeting is the part of Annual Report. (Please see notes of
AGM Notice)

15. INTERNAL FINANCIAL CONTROLS:

The existing internal financial control system is adequate and commensurate
with the nature and size of the business of the Company. The internal
auditors of the Company keep a follow up on the internal financial
reporting and information dissemination of the Company between the
departments. The Audit committee of the Company interacts from time to
time with the internal auditors of the Company regarding the adequacy of the
internal financial control system placed in the Company.

16. DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors have given a declaration under Section 149(7) of

the Companies Act 2013 that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013.

17. CSR ACTIVITIES:

Since the Company does not meet the criteria as defined under section 135 of
the Companies Act, 2013 read with schedule. Therefore, the prov'sions
relating to CSR Activities do not apply to the Company.

18. FORMAL ANNUAL EVALUATION OF THE BOARD OF DIRECTORS AND ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

a. Performance evaluation of the Board of Directors of the Company:
As per the evaluation criteria formulated by the Nomination and
Remuneration Committee of the Board, the Board of the Company has
evaluated its performance in the context of the Company’s performance,
status of compliance carried out, efforts made towards risk management,
internal control, code of conduct followed and maintained by them, ethical
standards met.

Below are some of the criteria based on which Board has made its evaluation
at specific intervals:

1) Size and composition of the Board of Directors of the Company as per
Companies Act, 2013.

2) Diversity of thought, experience, knowledge, perspective and gender in
the Board of Directors of the Company.

3) Maintaining transparency in the entire Board processes.

4) Any delations, if any, from the set goals of the Board and steps taken to
control such deviations.

5) Efficiency and effectiveness of the Board of Directors of the Company in
carrying out its functions.

6) Timely flow of information among the Board of Directors.

7) Updation of knowledge of governing laws, rules and regulations.

8) Independent judgement of each matter placed before the Board of
Directors.

After evaluating its own performance, Board is of the view that the
performance of the Board of Directors as a whole was satisfactory during
the financial year 2023-24.

a. Performance evaluation of the Committees of the Board of Directors of the
Company:

The Board of Directors of the Company evaluated the performance of each of
its committees based on various criteria such as the composition of the
committee, quantum, and quality of information received by the committee
members, time spent discussing the matter and reaching out to the final
decision, efficiency and effectiveness of the decision making of the
committee members, level of active participation of committee members,
number of meetings attended by the members, presence of the Chairman of
the committee.

Based on the above criteria and the working procedure established by the
Board of Directors of the Company, the Board is of unanimous consent that
all the committees of the Company are working satisfactorily.

c. Performance evaluation of the Independent Directors of the Company:

As per the criteria formulated by the Nomination and Remuneration Committee
for the performance evaluation of Independent directors, the performance
of each Independent director was evaluated by the entire Board of Directors
but excluding the director being evaluated. While evaluating the following
things were taken into consideration:

1) Application of Independent judgment while deciding part of the Board of
Directors of the Company.

2) Exercise of the responsibility in a bona fide manner in the interest of the
Company.

3) Attendance in the meetings of the Board of Directors and meetings of
committees where an independent director is a member.

4) Active participation in the familiarization program conducted for the
Independent Director.

d. Performance evaluation of each individual director of the Company:

Further, the Board evaluated during the year, the performance of each
Director taking each of them as a separate individual, to judge the
contribution and efforts made by them individually and the initiatives taken
by them during the year. This helped the Board of Directors in deciding
whether to extend the tenure of the director being evaluated.

19. COMMITTEES TO THE BOARD:

The Company has several Committees that have been established in
Compliance with the requirements of the relevant provisions of applicable
laws and statutes.

The Company has the following Committees of the Board:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

The details for the composition of the committees, No. and dates of the
meeting of the committees and No. of meetings attended by each director of
the relevant Committee are given in detail below.

(A) AUDIT COMMITTEE:

In compliance and as per the requirements of Section 177 of the Companies Act,
2013, an Audit Committee has been constituted to monitor and supervise the
Company’s financial reporting process to provide accurate, timely, and proper
disclosures and financial reporting.

The Audit Committee consists of three directors out of which two are
Independent Directors. Four meetings of the Audit Committee were held
during the year on 26.05.2023, 12.08.2023, 14.11.2023, and 14.02.2024.
During the year, all the recommendations made by the Audit Committee were
accepted by the Board.

Composition and attendance in Committee meetings during the year:

*The Chairman of the Committee was present at the last Annual General Meeting
held on 30th September, 2023.

*The Chairman of the Committee retired/resigned from the Company at the AGM
and then Mr. Amod Agrawal held the position of Chairman in the Audit Committee.

**Mr. Anurag Tulsyan, Independent Director retired/resigned from the Company at
AGM. Mr. Amod Agarwal and Mr. Dinesh Agarwal, Independent Director become
members of the Company w.e.f. 14.11.2023.
a. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM:-

The Company has established a vigil mechanism for directors and employees in
compliance with the provisions of Subsection 9 of Section 177 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 to report
genuine concerns. Vigil mechanism shall provide for adequate safeguards against
victimization of persons who use such a mechanism and make provision for direct
access to the chairperson of the Audit Committee in appropriate or exceptional
cases.

The Company promotes ethical behavior in all its business activities and in line with
the best practices for corporate governance. It has established a system through
which directors & employees may report breaches of code of conduct or
suspected fraud, unethical business practices, illegality, fraud, and corruption,
etc. at the workplace without fear of reprisal. The Board designated and
authorized Mr. Somil Matanhelia, Whole time Director of the Company as
Vigilance and Ethics Officer and Chairman of the Audit Committee to oversee the
vigil mechanism.

The functioning of the Vigil mechanism is reviewed by the Audit Committee from
time to time. It may be noted that if any of the members of the Committee do have
a conflict of interest in any given case, he/she to recuse themselves, and the
others on the Committee would deal with the matter at hand.

The Vigil mechanism shall provide for adequate safeguards against victimization
of employees and directors who avail of the vigil mechanism and also provide for
direct access to the Chairman of the Audit Committee in case of repeated frivolous
complaints being filed by a Director or an employee, the Chairman of the Audit
Committee may take suitable action against the concerned Director or employee
including reprimand.

During the Financial Year 2023-2024 there was no complaint reported by any
Director or employee of the Company under this mechanism.

(A) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and remuneration committee consists of three Non-Executive
Directors, and all are independent. During period 1 meetings of the Nomination and
remuneration committee were held on 26.05.2023.

b. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

In compliance with the provisions of Section 178 of the Companies Act, 2013 the
Nomination and Remuneration Committee of the Board of Directors has
formulated a policy comprising the criteria for determining qualifications,
positive attributes and independence of a director and remuneration for the
directors, key managerial personnel and other employees, which have been
approved and adopted by the Board. The criteria

I. Criteria for appointment of Directors in the Company:

1) Person of integrity w'th high ethical standards.

2) A person with knowledge, skill, and innovative ideas that can be beneficial to the
Company.

3) Interested in learning new things and updating the knowledge and skills
possessed.

4) A person who can act objectively while exercising his duties.

5) Who believes in team spirit

6) Who is responsible for the work and can devote sufficient time and attention to
the professional obligations for informed and balanced decision-making

In respect of the Managing Director, Whole-time Director, and Independent
Director, besides the general criteria laid down by the Nomination and
Remuneration Committee for all directors, the criteria as mentioned in the
Companies Act, 2013 have also been included.

II. Criteria for appointment of Key Managerial Personnel and Senior Management
Employees:

1) The person should have the required educational qualification, skills, knowledge,
and experience as required and necessary for the concerned post.

2) A person should be hardworking, self-motivated, and highly enthusiastic.

3) A person should have positive thinking, leadership qualities, sincerity, good soft
skills, and the power of taking initiative.

III. Remuneration policy of the Company:

The Remuneration policy of the Company has been framed by the Nomination and
Remuneration Committee in such a manner that it can attract and motivate the
directors, key managerial personnel, and employees of the company to work in the
interest of the Company and to retain them.

1) The company has a policy to pay remuneration in such a manner that the
relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.

2) It has been ensured while formulating the policy that remuneration to
directors key managerial personnel, and senior management should involve a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company.

3) Remuneration to be paid to the Managing Director/Whole-time Director shall be
within the limits specified under the Companies Act, 2013.

4) Increments to the existing remuneration may be recommended by the
committee to the Board of Directors.

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

In compliance with the provisions of the Companies Act, 2013, the Stakeholders
Relationship Committee has been constituted by the Board for a speedy disposal of
grievances/complaints relating to shareholders/investors. Four meetings of the
Committee were held during the year on 14.02.2024.

Composition and attendance in Committee meeting during the year:

20. COMPLIANCE OFFICER:

Mrs. Kunika Meghani, Company Secretary of the Company was designated as the
Compliance Officer for complying with the requirements of the Securities Law
and the Listing Regulation with the Stock Exchanges in India from 22.07.2021.

21. INVESTOR GRIEVANCE REDRESSAL:

The Committee specifically looks into the shareholder redressal and investor
complaints on matters relating to refund orders, transfer of shares, sub-division,
consolidation of share certificates, issue of duplicate share certificates, non¬
receipt of annual reports, non-receipt of declared dividends, etc. The company
has registered with SCROES and designated an email id for
i nvestor@asianferti lizers. com.

In addition, the Committee advises on matters which can facilitate better
investor services and relations.

22. POLICY ON INSIDER TRADING:

The Company follows a strict code on the prohibition of Insider Trading and the
same has been detailed to all the directors, senior management, and
employees of the Company and is available on the Company website
www.asianfetilizers.com, and stock exchange website www.bseindia.com.

To ensure the same, the Company has formulated & adopted a code of
practice & procedure for fair disclosure of Unpublished Price Sensitive
Information as per SEBI

(Prohibition of Insider Trading) Regulation, 2015, and available on the Company
website www.asianfetilizers.com & stock exchange website www.bseindia.com.

23. CORPORATE GOVERNANCE:

The Provisions relating to Corporate Governance as enumerated in Regulation 27
of SEBI (Listing obligation & disclosure requirements) Regulation, 2015 do not
apply to the Company.

Thus, the report on Corporate Governance needs not to be filed with the
Stock Exchange.

24. DISCLOSURE RELATED TO EMPLOYEES:

1. The ratio of the remuneration of each director to the median employee(s)
remuneration and other details in terms of sub-section 12 of Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are open for inspection at the
Administrative Office of the Company in terms of the first proviso of Section 136 (1)
of the Companies Act 2013 during the business hours. Members who are
interested in obtaining such particulars may write to the Company and the same
will be furnished on request.

2. The provisions of Section 197 (12) and section 197(14) of the Companies
Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment
and Remuneration) Rules, 2014 as amended, do not apply to the Company.

25. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform you that a legal compliance tool has been
installed vertically within the organization for monitoring and complying with all
laws applicable to the Company. This tool is being overseen and supervised by the
office of the Company Secretary.

Further, the Company secretary has also been cast with the responsibility of
providing a compliance certificate at the Board meetings held at the end of
the quarters including the key non-compliances during the quarter.

26. COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the
applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors), and
SS-2 (Secretarial Standard on General Meetings) as issued by the Institute of
Company Secretaries of India.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

Under the requirements of Section 134(5) of the Companies Act, 2013, it is hereby
confirmed that:-

a) in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material
departures; the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and
prudent 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;

b) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records under the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;

c) the directors had prepared the annual accounts on a going concern basis;

d) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and were
operating effectively; and

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

28. GENERAL:

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.

4. Change in the share capital of the Company.

5. Change in the nature of the business of the Company.

6. Details of the subsidiary, joint venture, or associate company.

7. Voluntary Revision of Financial Statements or Board’s Report.

8. Amount transferred to investor education and protection fund.

9. 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.

10. Neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.

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

12. No fraud has been reported by the Auditors to the Audit Committee or the
Board.

29. ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation for the
cooperation and assistance received from the Authorities, Readers, Bankers,
Credit Rating Agencies, Depositories, Stock Exchanges, Registrar and Share
Transfer Agents, Associates as well as our Shareholders at large during the
year under review.

The Directors also wish to place on record their deep sense of appreciation
for the commitment, abilities, and hard work of all executives, officers, and
staff who enabled the Company to consistently deliver satisfactory and
rewarding performance even in challenging economic conditions.

For and on behalf of the Board of Directors
Asian Fertilizers Limited Asian Fertilizers Limited
Date: 30/05/2024 ^ ^

Ashok Kumar Matanhelia Somil Matanhelia

Managing Director Whole Time Director

DIN: 01763776 DIN: 01738413

789, Ajay Khand, 789, Ajay Khand,

Patrakar Puram, Patrakar Puram,

Rapti Nagar, Rapti Nagar,

Gorakhpur Gorakhpur