Tihe 3 9th Board Report is be i mg prase nted by the new So a rd of D irector s of the Com pa ny. post the com pleti on
of the C o rpo rate I nsof¹vency R e sotutio n P rocess (C1RP).

Tine National Company Law Tribunai-Ahmcdabad Bench, vide its order dated 17th May, 2023 in
CP[IBJ/268/NCLT/AH M/2022 (Company Petition) admitted the application filed by Fiat Accord Fabric
Private Limited/ Financial Crred i tor under Section 7 of the Code and ordered Corporate Insolvency
Reso! u tion Process (CIR P) a ga i fist the C o rpo rate De btor i ,e Asya \ nfosft Limited, further to wh Ech morato riu m
was declared and and Mr. 5umlt Rajnikant Mehta was appointed as the interim Resolution Professional.
Consequently, the meeting of the Committee of Creditors on 16th Juno, 2023 approved the appointment of
Mr, Sumit Rajnikant Mehta as Resolution Professional in accordance with section 22(2) of the insolvency &
Bankruptcy Code,2016.

fn the 5th Meeting of the Committee of Creditors (COC) held on 23rd January, 2024 the Resolution Plan
submitted by Mr. Gfjal Dlneshchandra Sanghvi in consortium with M/s. Axis Solutions Private Limited
("Resolution Appiicant(s)") was placed before the COC by the Resolution Professional. After Due deliberation
th e f in a I revi sed reso I ution p I a n was a pprovedi by t he me m bars with 6 S .48 % voti rtg sh are i n f avou r of it.

The Hon'ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP[IB)/268/NCLT/AHM/2Q22 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited approving
the resolution plan submitted by Mr. Bijal Dlneshchandra Sanghvi In consortium with M/s, Axis Solutions
P rivate L i m i ted (" Resol ut i on Appl i ca nt(s)').

NCLAT at the hearing heid on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024 a pprovi ngthe Scheme of Arrangement (" Sc h e me") form i ng part of t his Reso I ut ion PI a n. for the merge r of
the M/s Axis Solution Private Limited ("Transferor Company") into Asya Infosoft Limited (“Transferee
Company”), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axis Solution Private Limited ("Transferor Company") andchange of name of Transferee company as perthe
Scheme of the Ar ra ngem ent f o run ing part of t his plan.

The Board of Directors of Asya Infosoft Limited ("the Company" or "Your Company" or "Asya Infosoft") are
pleased to present the 39th Annual Report, on the business operation and state of affairs of the Company
together wit h t h e Au dited F i na nd a I State merit for the F i nanci a! Y ear end ed on 31st M arch,2024,

BRIEF BACKGROUND&SUCCESSFUUMPLEMENTATION OFTHE APPROVED RESOLUTION PLAN

The Hon'ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP( I B)/268/NCLT/AH M/2022 En the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited approving
the resolution plan submitted by Mr. fiijal Dineshchandra Sanghvi in consortium with M/s. Axis Soiutions
P rivate Li m i ted (" Resol ut i on Appl i ca nt(s)‘“).

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024ap pro ved the Sch em e of Arra ngement ("Sch e m e") form i ng part of th is Reso I utl on PI a n, fa r the merger of
the M/s Axis Solution Private Limited (“Transferor Company") into Asya Infosoft Limited ("Transferee
Company"), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axis Solution Private Limited ("Transferor Company") andchange of name of Transferee company as perthe
Sche me of the Ar ra ngemen t fo r mi ng pa rt of this p la n.

FlNANClALSUMMARY/PERFORMANCE/STATEOF COMPANY'S AFFAIRS:

The Summary of the Company's financial performance for the financial year 2023-2024 as compared to the
previous Fi nanc i a I Yea r 2022-2023 ta bled hereu nde r. 11 m ay be noted that the Fin a ncial Staterm ents f o r the F V
2023-2024 are prepared considering 1st Apri 1,2023 at the Appointed Date for the Merger of Axis Solution
Private Limited into Asya Infosoft Limtied.

(Ruoees in Crore exceot EPS)

N ote:- as on Date of Re port Co m pa ny has o n e $u bsid ia ry -Ax iot I nfo rmatic? Pvt Ltd
Company has acq u i re m aj ori ty stake i n Ax i ot i nf orm at ics Pvt Ltd M ay-2024

BUS!NESS OVERVIEW:

As you are aware t hat, the HorVbJe NCI T vide NLGT Order Dated 11th July, 2024 approved resolution plan
and NCLAT Order Dated 27th August.2024 approved merger Of Axis Solution Private Limited into Asya
Infos oft Limited.

The merger of Axis Solution Private Limited into Asya Infosoft Limited shall generate long-term value for all
the sta keholder&nd fol lowing advantages.

» Being a listed Company, it is much easier to raise the required growth capital to fund the expansion plan;

» It gives leverage to bid sizable ardersfromvariou&gavernmentauthoiritie&dijietomarketeapitalizatioh;

» 7 he b ra nd name of the company keeps increasing as it he co mes a wi de ly he I d com pa ny a nd is exposed to
various investin g b od ies;

» Periodical statutory compliances would provide more comfort to the banks and financial institutions.

Brief Deseri ptson of the B usi ness of the Trartvfe rn r Cpmpa ny being persu aded hy th e Camps ny;

Axis Solution Private Limited is a leading industrial automation and design engineering firm that provides
Innovative solution for a wide range of industries. With a foundation built on expertise, creativity, and cutting?
ed ge te chn ology, t he co m pa ny s pecia I izes In del iveri ng com pre hensi ve d es i gn engi neeri ng services that m eet
and exceed cl ient expectat i on s.

Axi s So I utions stand s at the forefront of the i n du striai a uto matiori a nd e nginee ri ng secto r, provid ing cutti ng-
edge solutions that enhance operational efficiency, productivity and safety across diverse industries. With a
commitment to innovation, a team of experienced professionals and a robust portfolio of products and
services, Axis Solution has established itself as a market leader in the rapidly evolving landscape of industrial
automation and engineering design.

Axi s was established i n2005 to p rovid e effl cie nt, re I iab I e, and sustai na b I e so I utions f o r
increasingly complex industrial environments. Axis is a world-class system integrator & innovative solution
provider specifically to cater to oil & gas, petrochemicals. refineries, power plants, minerals & other
engineering verticals globally through its worldwide regional offices and its team of 120" dedicated staff
members.

DIVIDEND

So f a r to conserve the reso urces for t h e b u siness requ i re ments of the Co m pa ny, the Bo a rd of D irectors have
not recommended anydividendforthefinandalyearended 31st March, 2024,

TRANSFER TO RESERVE

No amount has been transferred to the Reserve of the Company for the financial year ended on 31st March,
2024.

TRANSFER TOUN CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies
Act, 2013.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURE:

As on 31st March, 2024, the Company has only one wholly owned subsidiary Axiot Informatics Private
Limited.

Pursu a nt to Ru I e 5 of the C a m pa nies (Acco lints) Ru Ies, 2014_r a state ment eontai ni n g the sail ent featu res of the
financial statement of the Company's subsidiary/Joint ventures/ associate companies of the company,
br i nglng out the high llghtsof their performance, a ppears In Form A&Cjri'at Annexu re-B to th fs repo rt.

CONSOLIDATED FINANCIAL STATEMENT:

You r Di recto rs have pleas ore 1 n p res enti n g t he a u dited conso I id ated f i na nei a I state me nts pursu a nt to sectioh
129 of the Companies Act 2013, as amended from time to time ("the Act"} and Regulation 34 of the Listing
Regulations.

The Consolidated Financail Statements have been prepatred in accordance with the Accounting Standards
jaresenbed under Section 133 of the A|fe

The Hon'ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP(IB)/268/NCLT/AHM/2022intbe matter of Fiat Accord Fabric Pvt Ltd Vs Asya I nfosoft Limited approving
the resolution plan submitted by Mr. Bijal Dincshchandra Sarsghvi in consortium with M/s. Axis Solutions
Private Limited ("Resolution Applicant^)"), NCLAT at the hearing held on 27th August,2024 orders In
Company Appeal (AT) {Insolvency} No. 1475 of 2024 approved the Scheme of Arrangement ("Scheme")
forming part of this Resolution Plan, for the merger of the M/s Axis Solution Private Limited ("Transferor
Company"} into Asya Infosoft Limited ("Transferee Company") .The Scheme have been implemented from the
a ppo i nted d ate i.e 1st April, 2023 declared u nd er t he a pprove d scheme.

The following consequential impacts have been given in accordance with approved resolution plan /
Account ing St a nd ard s:-

a. Increase in Authorized capital from 17,00,00,000/- (Rupees Seventeen Crores only) to 50,00,00,000/-
(RupeesFiftyCrore$on|y)gnaccountof

* Clubbing of the Authorized capital pursuant to Merger of Axis Solution Private Limited into Asya
Infosoft Limited from 17,00,00,000/- (Rupees Seventeen Crores only) to 27,00,00,000/- (Rupees
Twenty-seven Crores only);

* Increase of the Authorized capital from 27,00,00,000/- {Rupees Twenty-seven Crores only) to
50,00,00,000/- (Rupees Fifty Crore only) pursuant to Merger

b. Pursuant to the order of NCLT, the existing issued, subscribed and paid up equity share capital of the
company has been reduced from 1205.7 Lakh divided into 1,20,57,292 (One CroreTwenty Lakh Fifty
Seven Thousand Two Hundred Ninety Two only) equity shares of Rs. lOeach to 53.80 Lakhdivdided into
5,8S,QB0 (Five lakh Eighty-eight thousand Eighty only) equity share at Rs, 10 each vide meeting of the
Board of Directors of the Company held on 19th September, 2024, thereby reducing the value of issued,
subscribed and paid up equity share of the Company by 1146.9 Lakh. Further pursuant to the approval of
tii e resoluti o rt plan by th e Hon'b I e NC LT, the Board of Di recto rs i n the sa i d meeting al I otted ort pref erentia i
basis 37,50,000 equity shares of Rs. 10 each to the resolution applicant viz. Bijai Sanglwi and Purvi Sanglwi
in place of Axis Solution Private Limited.

c. Pursuant to the order of NCLAT, the Board of Directors in the meeting Dated 19th September, 2024
allotted 4 shares of Rs.lOeach of the company (Asya Infosoft Limited} against the 1 equity shares of Rs, 10
each held bythe shareholders in the Axis SolutioEi Private Limited. Accordingly an allotmentof 3,93,22,200
Equ i ty 5 ha res of Rs. 10/- e ach f u I ly paid u p m ad e to t he s h a rehol d ers of M /s Axi s Sol ut i cm Private Li mj ted a s
a Consideration for the merger of the Transferor company into corporate debtor,

d. In respect of de-recognition of operational and financial creditors a Song with assets, the net difference
amounting to (983.78) Lakh between the carrying amounts of financial inabilities extinguished and
consideration paid along' with value of assets, is recognized in statement of profit or loss account in
accordance with IDAS and guidance as prescribed under section 133 at the Companies Act, 2013 and
a ccounti ng po I ic i es consistent! y f o 11 owed by the company a nd d isclosed as a n" Exception a I items”.

e. Pursuant to the order of Amalgamation of the Axis Solution Private Limited, all the assets and liabilities
sta nd transferred and vested i n the Tra nsferee Co m pa ny wi th effect from t lie effect! ve d ate.

SHARE CAPITAL

1. Authorized Share Capital

* The Autho rized S ha re Ca pital of t he Com pany as on 31 st M arch,2024 was Rs. 12,0 5,72,92 0/¬
* However, pursuant to the Scheme of Arrangement approved along with the Resolution plan,

considering 1st April, 2023 as the Appointed Date the share capital of the Transferor Company was
clubbed with the Share Capital of the Transferee Company, Hence, considering the merger the Share
Capita l of th e Merged entity was increased to Rs. 27,00,00,000/¬
* Further, the Board of Directors of the Company, in its meeting held on 27th August,2024 pursuant to
the Res o! ution Plan, increased the Author! zed Share Capita I of the C omp a ny to 50,00,00,000/-
Considering the changes mentioned herein above, the current Authorized Share Capital of the
Company Is Rs, 5 0,00,00,00 0/-d ivi ded i nto 5,00,00,000eq uity shares of Rs. 10/- each,

2. Paid-upShare Capital

* The paid-up Share Capital of the Company before the order of NCLT order was 12,05,72,920 divided
into 12057292equity shares of Rs. 10/- each.

* Pursuant to the Reduction proposed in the Resolution Plan (with effect from record date 13th
September, 2024) the paid-up share capital of the company was reduced to Rs. 53,30,302 divided into
588080cquitysharesof Rs,10/-cach.

* Further the following allotments were made bythe Board Of Directors in their meeting held on 19th
September, 2024:

a) Allotment of 37,50,000 equity shares of Rs, 10/- each to the resolution applicant against the fund
infused by them in the com pany;

b) A!lotment of 3,98,22,200 Equity Share s of Rs. 10/- each to the sliareh old ers of Axis So I ution P ri vatc
Limited (Transferor Company)as a consideration toward merger of Transferor Company into Asya
I nfosoft Limited.

C on s i de ri ng, the afore me ntio ned reductio n a nd a I lotme nt, the p res e nt Pa id -u p Sh are C a pital of th e
Company is Rs. 44,26,02,800equity shares of Rs. 10/-each.

Event based disclosure

D ur i ng the year u nde r rev i ew, the Com pany has n ot t a ken u p a n y of the f o I [owing a ctivlties:

1, Issue of Sweat equity shares:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54[l)(d) of the Act read with Rule 8(13} of the Companies [Share
Capital and Debentures} Rules,2014.

2, Issue of shares with differentia I rights:

The Company has not issued any shares with differential rights and hence md information as per provisions
of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,
2014.

3, Issue of sharesunderemployee'sstockopt ion scheme:

The Company has not issued any equity vshares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62{l)(b) ofthe Act read with Rule 12(9)
of the Companies (5 ha re Capital and Debenture) Rules, 2014,

4, Non-Exercising of voting rights:

Du rs ng t h e year u n cf er revi ew, t here were no insta noes of n on exe reisi ng of voti ng rights in res pec t of shares
purcha sed d irect ly by emp I oyees under a sc heme pu rs ua nt to Section67(3) of the Act read with Ru le 16 (4)
of C omp a n ies (S ha re C a pita! a nd Deb e ntu res) Ru le s, 2014.

5, Disclosure on pure base by company or giving of loans by it for purchase of its shares:

The Ca m pa ny d id n ot pu rchase or give any loa ns for p u rcha se at it s shares,

6, Preferential Allotment of Shares:

Tiie Com pa ny d id n o L a I lot anys ha res on pnef ere n tial basis du ring the pe ri od u nder review.

PUBLIC DEPOSITS:

Duringthefinandalyearun der re view, yourCompanyhasnota cceptod a ny d e posits

within the meaningof Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules,

2014 as amended from ti m e to t i m e.

PART iCUL A RS O F LO A NS, GUAR ANTEES OR INVE5TM E NTS:

Tl-ie Company has not made any loan, provide any Guarantee or made investment under Section 186 ofthe
Companies Act, 2013,

PART ICU LARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:

All the transactions entered during the financial year under review with the related parties referred to in
Section 138 of the Act were in the ordinary course of the business and on the arm's length basis and are
reported /stated i n th e N otes to th e Accounts of the Sta ndaione Fi na nd a I Statements of the Company which
f o runs part ofthe An nua I Re port Acco rdi ngly, the disci osu re of R elated Pa rty T ransa ctions as req u i red und er
Section 134 of the Act is not a ppl i cab I e.

The Policy on Materiality of Related Party Transactions arid on dealing with Related Party Transactions as
approved by the Board from time to time is available on the Company’s website and can be accessed at
h ttpsi/Zavisin dia.i n/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

Be! n g p a rt of the impl ementation of th e Res oiu tio rs Plan, the erstwh ile boa rd of d i recto rs of the Comp any were
repl ace w ith new boa rd of di rectors wi th effort from 10th An gu sf, 20 24, in mo n itori n g comm ittee m eet i ng a nd
necessary disclosure has made in this regard to the exchange in timely manner, Details of resignation and
ap po i ntment of d irectors a re as und er:

1. Appointment of Mr. Bijal Dineshchandra Sanghvi (DFNr01933242} as Managing Director;

2. Appointment of Mrs, Purvi Bijal Sanghvi (D IN: 0193202 9}as Executive Director CEO:

3. Ap poi ntment of M r. A na nd Vi nod chan dra Shah (DIN: 09567072) as Executive D i rector:

4. Appointment of Mr. NinadVinodkumarVoraasCFO;

5. Resignation of Mr, Ketan NalinkarctShah (DIN: 00913411) as Managing Direct or and CEO;

6. R es i gna tio n of Mr, H ema I Keta n Sha h (DIN:03031163) as D i rector;

7. Rc s igna tio n of Mr, Dha va Ebhai Pra vi nbhai Patel (DIN: 07 77003 9) as D ircctor:

S, Resignation of Mr. Ravi Nararibhai Mali (DIN;03414334) as Director;

* Mr. Bijal Dineshchandra Sanghvi (DIN: 01988242) has been appointed as Managinng Director for a
period of five (5) year w.e.f 10th August, 2024, subject to the approval of the members in the general
meeting;

* Mrs, Purvi Bijal Sanghvi (DIN;01932G29) has been appointed as Executive Director designated as CEO
fora period of (5) yearw.e.f 10th August, 2024, subject to the approval of the members in the general
meeting:

* Mr. Anand VinodchandraShah (DIN: 09567072) has been appointed as Executive Directorfor a period
of 5 yearw.e.f 10th August, 2024, subject to the approval of the members in the general meeting:

* A ppa int me nt of M r, Kutta K onangad Gu pta n (DIN: 10313992} a s N ? n- exetu tive I nd epend ent Director
w.e.f 14th November, 2024;

* Appointment of Mr. Deepak Purshottambhal Prajapati (DIN; 10841232} as Non-executive
f nde pende nt D i rector w.e.f 30 th N ove m ber, 2024;

* Appointment of Mrs. Nirali Parth Shah (DIN: 10811015) as Independent Director w.ef 30th
November, 2024;

* Appointment of Mrs. Sherry Bhavesh Shah [DIN: 10S11014} as Non-Executive Non- Independent
D i rector w.e.f 30th N ove m ber, 2024;

* Appointment of C5 Dipesh AnSIkumar Panchal, as Company Secretary and Compliance Officer of the
Company w.e.f 7th November, 2024

As stated above, boa rd h as been re-constituted by being a ppoi nted as Add it i on ai Di rector of the Co m pa ny. M r.
Kutta Konangad Gupta n (DIN: 10813992) has appointed on 14th November, 2024 ,Mr. Deepak
Purshottambha! Prajapatl (DIN: 10841232) has been appointed on 30th November, 2024 as Indpendent
D i rector, not I i a ble to rets re by rotation, fo r a period of 1 (on e) yea r with effect from the date of a ppoi nt me n t.

subject to approval of members in the ensuing annual general meeting. Mrs, Nirali Parth Shah (DIN :
10S11015) has a ppoi nted on 30th Nove m ber, 2024as I nd pende nt D i rector, not I ia b I e to retire by rotat i on, for
a period of 1 (one) year with effect from the date of appointment, subject to approval of members in the
ensuing annual general meeting and Mrs .Sherry Bhavesh Shah (DIN: 10811014) has appointed on 30th
Novemher, 2024 as Non-executive Non -Independent Director, for a period of 1 (one) year with effect from
the d a te of a ppointme n t, su bject to a pprova I of membe rs in the e ns u i n g annual genera I meet! ng

In the opinion of the Board of your Company, ail directors are persons of integrity and possesses relevant
expertise and experience and they fulfil the conditions specified in tho Companies Act, 2013 and tho Listing
Regulations, for s u ch an a ppointme nt.

The board of directors has recommended the appointment of all the directors in ensuing annual general
meetingtothemembersforLheirapproval.

Si nee, a par t of th e imp I em entatio n o f the Resol ution Plan, the erstw hi I e boa rd of d i rectors of the Company
were replaced with new board of directors as additional directors with effect from 10th August, 2024, no
di recto rwi 11 retire by rotation at the ensuing annual general meeting of the Company pursuant to Section 152
and oth e r ap pi i ca b le provis ions of t h e Com panies Act, 2013,

Key Man age ri a I Personne E

CS Dipesh Anilkumar Panchal has been appointed as Company Secretary and Compliance Officer of the
C ompany w.e, f 7t h No vem ber, 2 024 as Key Manager i a IP erson ne!.

Your Company has following key managerial personnel as on date¬
* Mr, Bijal Dineshehandra Sanghvi, Managing Director;

* Mrs. Purvi Bijal Sanghvi, Chief Executive Officer;

* Mr, NinadVinodkumarVora.ChiefRnancial Officer;

* Mr. Dipesh Anilkumar Panchal, Comp any Secretary and Compliance Officer,

STAT EMENTONDECLA RATI O N B YIN D EP EN DE NT DI RECTORS

The Company has received the necessary declaration from each independent director who are part of
reconstituted Boa reconfirming that he/she meetstho criteria of independence as laid out in Section J 49(6) of
the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and
Regulation 17 of the
Listing Regulations.

All the Independent Directors of the Company have enrolled their names in the database of Independent
Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of the regulatory requirements.
Also, the online proficiency self-assessment test as mandated have been undertaken by those Independent
Directors Df the Company who are not exempted within the prescribed timelines.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of
Independent Directors as an Independent Director of the Company and the Board is satisfied with the
integrity, expertise, and experience including proficiency, in terms of Section 150 of the Act and the Rules
made thereunder.

PERFORMANCE EVALUATION OFTHE BOARD, ITS COMM ITTEESANDINDIVFDUAL DIRECTORS

During the period under review the Company was under CIRP and was being monitored by the Resolution
Professional Appointed by the Hon'ble NCLT. Hence, during the year under review, there were no
pe rf or mance eva in at i on of th e Boa rd of
Directorswas held

Further, citing to the aforementioned reasons, there were was no Independent Director meeting held during
the year un der review.

N UM B ER OF BOAR D M EETINGS H ELD

Members may kindly note that Resolution Plan for revival of the Company has been approved by I lon'ble
NCLT vide its order dated ll.th July, 2024 and till the re-constitution of Board, Monitoring Committee was
e n trus ted with ro les and res po ns ibl e f o r th e management of th e aff a irs of th e Co m pa ny.

Du ri ng t h e year un der revi ew_r no meet i ng of the B oa rd of D ireetors wa s he I d

POL 1CY 0N Di RECTORS’ AP P 01NTM E NT A N D R E M U N E R AT I ON

Pursuant to Section I34(3)[e) and Section 173(3} of the Companies Act, 2013, the Nomination and
remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per
Section 17B(3) of the Companies Act, 2013 and SEE! (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time Ts available on the website of the Company at
httpsiZ/axisindia.m/,

tOMMITTEES Of THE BOARD:

The Board ofyaur Company, at their meeting held on 30th November, 2024 have formed various Committees,
as per the provisions of the Act and the Listing Regulations and as a part of the best Corporate Governance
practices, the terms of reference and the constitution of those Committees is in compliance with the
applicable laws.

I n o rder to e n s u re f oeu serf attent i on on the busi n ess a n rf for better go vernan ee a nd atcau ntab i llty, t he B oa rd
hasconstitutedthefoll owing Committees:

A. Audit Co remittee

As Qfri report' ng d ate, tits Aud it Co m m ittee comprises of th e fcH lowing members

B. Nomination and Remuneration Committee

As on the date of this Report, the Nomination Remuneration & Compensation Committee (the ^,:NRC)
comprises of the f o I lowing merribers:

During the year under review, as a reason of ongoing CiRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no NRC
comm ittee du ri ng the FY 2023-24,

C. Stakeholder Relationship Committee

As on reporting date, the Stakeholders' Relationship Committee (the “SRC”) comprises of the following
members;

During the year under review, as a reason of ongoing CIRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no SRC
comm ittee du ri ng the FY2023-24.

D, Risk Management Committee;

The Risk Management Committee of the Board is not applicable to the Company durirg the period under
revi ew. Hence the Company has not formu I ated a rl s k ma nagem ent committee.

E. Corporate Social Responsibility Committee;

As on reporting date, the Corporate Social Responsibility Committee (the "CSR"J comprises of the
following members:

During the year under review, as a reason of ongoing CIRP in the Company, the powers of the Board of
Directors of the Company were vested with the Resolution Professional. Hence there was no CSR committee
during the FY 2023-24.

VIGIL MECHANISM /WHISTLEBLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for
Directors and Employees in confirmation with Section 177 of the Act and the Rules framed thereunder and
Regulation 22 of the Listing Regulations to report concerns about unethical behavior. The Policy enables the
Directors, employees and all the stakeholders of the Company to report genuine concerns (about unethical
behavior, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against
vl ctimlzat i o n of perso ns who use s uch mec h a nism a nd in a kes provision for d i rect access to tl le ChaI man of th e
Audit Committee.

The Audit Committee of the Company oversees /supervise a Vigil Mec ha nism/a Whistle Blower Policy of the
Company.

Th e Co m pa ny is committed to atfhe re to the highe st stand a rd s of etb i ca L mo ra I and I ega I cond u ct of bus i ness
operations. During the year under review, no person was denied access to the Chairman of the Audit
Committee.

Und er th e Wh i stle BI ower Pol icy, conf i de rrtiai i ty of those reporti ng vio I atio n{s) is protected an d they shal I not
be subject to any discriminatory practices. The Policy is uploaded on the Company's website at
https://axisindia.in/,

INTERN AL FIN ANC [ AL CON TROL S YSTE M AN D TH El R ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its
operations, internal control systems comprising of policies and procedures are designed to ensure sound
management of your Company's operations, safe keeping of its assets, prevention and detection of frauds and
errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and
procedures are periodically reviewed by the Audit Committee to mai ltain the highest standards of Internal
Control.

During the year under review, the Company was going under CIRP and hence there was no internal audit
ca rried out du ri ng the pe riod und er review.

However, the Board of Directors of the Company have appointed M/S.Vipul Kothari & Co, Chartered
Accountants, Telangana , India, as the internal auditors of the Company at their meeting held on 30th
November, 2024 to carry out the internal audit for the FY 2024-25.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT;

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report, is not
a ppl i cab le to th e Co m pa ny, d uring the peri od u nde r review.

CORPORATE GOVE R NANCE:

You r C omp a n y is fu I ly co m m itted to fol low good Corp orate Govern an ce practices a nd
maintain the highest business standards in conducting business. The Company continues to focus on building
trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of
good corporate governance viz, integrity, equity consciences transparency, fairness, sound disclosure
practices, accounts bil fty and commitme nt to va lue s.

Your Company has come out of CiRP process as per the NCLT Order dated 11th July, 2024. The new
Management is keen in maintaining high standards of Corporate Governance In compliance with the Listing
Regulations, The Report on Corporate Governance, as stipulated under Regulation 34 of the Listing
Regulations forms an integral part of this Annual Report and attached as Annexure-D. The Report on
Corporate Governance also contains certain disclosures required under the Act and the Listing Regulations as
amended from time to time.

However, it is hereby informed that, during the period under review, the Company was under CIRP and was
und er co ntrol of the Resdut io n P rofessi on a I, H ence, the new

man agement is not ab I e to comment on the com pi i a rice of the Corporate Gove rnance
norms forthe FY 2023-24

MAN AG EM E NT Dl SCU SS [ON AND AN ALYS IS REPORT:

As per Regulation 34 of the Listing Regulations, a separate section on the Management Discussion and
Analysis Report (the "HOAR¹') highlighting the business of your Company forms part of the Annual Report, It
inter-alia, provides details about the economy, business performance review of the Company's various
bus! nesses a nd f utu re f oreca sts.

The Management Discussion^ Analysis Report,forming part of this Annual Report isenclosed as Annexure-F

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

The following orders were passed by the Hon’bieNCLT post the closure of the Financial Year and before the
date of the report:

1. The National Company Law Tribunal-Ahmedabad Bench, vide its order dated 17th May, 2023 in
CP(IB)/268/NCLT/AI IM/2022 (Company Petition) admlntted the application filed by Fiat Accord Fabric
P rivate Li m fted/ F i nancia IC rreditor un der Section 7 af the C ode and ordered Co rpa rate I n solven ey

Resolution Process (CIRP) against the Corporate Debtor i.e. Asya Infosft Limited, further to which
moratorium was declared and and Mr, Sunlit Rajnikant Mehta was appointed as the Interim Resolution
Professional.

2. Consequently, the meeting Df the Committee of Creditors was conducted on 16th June, 2023 after giving
due notice to creditors as per provisions of section 22(l)ofthe the Insolvency and Bankruptcy Code, 2016
and COC approved the appointment of Mr. Sumit Rajnikant Mehta as Resolution Professional in
a cco rdan ce wi th sec t i on 22(2) of the I nso Ive ncy & Ban kruptcy Cod e, 2016.11 is furt her su bmitted that the
COC constituted on 16th JLine, 2023 was reconstituted on 1 st January, 2024 after raceipt of further claim
fromcreditorsasthemembersofCOC

3. The COC byway of e-voting approved the resolution plan submitted by Mr. Bljal DineshchandraSanghvi-
Lead Member and M/s Axis Solution Private Limited-Member ("Resolution Applicant") with requisite
majority, in accordance with the provisions of Section 30(4) of the insolvency and Bankruptcy code 2016
("The Code"), subject to the approval of the said Resolution Plan by the Mon'ble National Company Law
Tr i bu na [, Ahmedabad B ench. The sa id pi a n wa s f i led before the I Jon'b I e N CL T.

4. The Hon’ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP(iB)/268/NCLT/AI IM/2022 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited
approving the resolution plan submitted by Mr. Bijal Dineshehandra Sanghvi in consortium with M/s, Airis
Sol ut i on s Pr ivate Limited (“ Resoi u tion Appl ic a nt(s)

5. The Hon^Jble NCLAT at the hearing held on 27th August,2024 orders In Company Appeal (AT) (Insolvency)
No. 1475 of 2024 approving the Scheme of Arrangement (“Scheme") forming part of this Resolution Plan,
for the merger of the M/s Avis Solution Private Limited ("Transferor Company") into Asya infosoft Limited
("Transferee Company"), arrd consequent allotment of shares of the Transferee company to the
shareholders of the M/s Axis Solution Private Limited (“Transferor Company") and change of name of
T ransferee com pa ny as p e r the Scheme of the Arra nge m ent f o rm ing part of this plan.

AUDITORS AND AUDITOR S REPORT

1. interna!Auditors:

Pu rsuant to the provisions of sectio n 138 of the Act. M/s Vi pu I Kothari Si Co., Ch a rtered Accou ntants were
appointed as the Internal Auditor to conduct internal Audit of the Company for the Financial Year 2024¬
25.

No internal auditor was appointed by the Resolution Professional to dothe Internal And itforthe FY2023-
24as the Company was under CRlPdurmg the period under review.

2, Statutory Auditor;

Pursuant to the Provisions of section 139 of the Act, M/s. Chandabhoy & Jassoobhoy, Ch a rtered
Accountants were appointed as the Statutory Auditor from conclusion of 36th Annual General Meeting
held on 31st December, 2021 upto the conclusion of 41st Annual Genera! Meet ing to be he I din financial
year 2026. The Company has received the eligibility certificate from the Statutory Auditors confirming
that they are not d isq u a lifted from conti nu ing a$ a Statute ry A u ditor off t he Company,

The Auditors' Report is annexed to the Financial Statements and does not contain any qualifications,
reservations, adverse remarks or disclaimers and is unmodified. Further, Notes to Accounts are self
exp I a natory a nd do n ot ca M f or a ny comment,

3, Secretarial Auditors:

Utkarsh Shah & Co., Company Secretaries (M. No PCS 12526, C.P. No.26241) are appointed as the
Secreta rial Au ditors to co nd ud th e Secreta rial Aud it of the Com pa ny f or t he Fi n a nci a I Yea r 2024-2 5,

Since during the period under review, the Company was under CIRP, there was no Secretarial Auditor
ap poi nted for F Y 202 3-24,

M AINTA t N AN CE OF C QST RECOR DS

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 0(5) of the Companies
(Accounts) Rules, 2014, Company maintains the cost records as specified by the Centra! Government under
subjection (1) of Section 148 of the Companies Act 2013.

R EPORTl N G OF F R A U DS B YTH E A UDI TOR 5:

Dur i ng the F i nancia I Year u n der rev! ew, t he Statutory Aud i to rs have not repo r ted to th e Au dit Com m i t Lee a n d
the Boa rd u n tier Secti o n 143 of the Act, a ny i nsta nces of fraud committed aga in st you r Co mpa ny by its off i cers
and employ ees, detai I s of whi ch wo u id n eed To be m e ntioned i n the Board's R epo rt.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31, 2024 in Form MGT-7 is
avai I a ble o n th e we bsite of the Co m pa ny and ca n be aoce ssed at https://axisi n dfa.i rrA

SEC RETAft IAL ST A N D A RD S

Management of Company was entrusted and vested with Resolution Professional till approval of Resolution
Plan and with Monitoring Committee from date of approval of Resolution Plan till re-constitution of Board,
After reconstituten of Boa rd of Director, Com pany has foil owed the appJ icab Ie 5ecreta ri a I Standards, i ,e, S5-
1 a nd SS-2, re I at i ng to M eatings of th e Board of D irectors a nd G e nera IM eeti ngs, res pective ly.

PARTICULARS OF EMPLOYEE

Disclosure 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
fa rm s part of the Annu a I Report as Ah n evu re-C,

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

The Com pa ny eon sci ou sly makes a 11 efforts to co n se rve e nergy ac ross Its o pe rations. t n te rm s of t he prov i s io n s
of Section 134(3) (m) of the Act rea d with ttie Com pan! c s (Acoou nts) Roles 2014, as amend ed f rom time to t i m e,
t he repor t o n conse rvat i on of energy, technology abso rp Ej on, fore i gn exchange ea rn ings a nd outgo forms part
of this report as Annexure-A.

CHANGE IN NATURE OF BUSINESS

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (AT) (Insolvency) No. 1475 of
2024a pp rovi hg the Scheme of Arrangement ("Sc heme") form i ng part of t his Rcso I ut i on PI a n. f o r t he me rger of
the M/s Axis Solution Private Limited ("Transferor Company'¹) into Asya Infasoft Limited ("Transferee
Company").

Pursuant to the Scheme of Arrangement, the Company's object have been altered to include object of the
Transferor Company and pursuant to the same the additional activities will be carried out by the company

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATE M E NT R E LAXES AN D T HE DATE O F TH E R EFORT:

Th e fa I lowi ng m ate rial cha nges a nd commitments t h at oecu rr ed after the c losure of financial yea r ti 11 the d ate
of report, which may affect the financial position of th e Company:

The Hon'ble NCLT, at the hearing held on 11th July, 2024 Pronounced Orders in CP IB Number
CP[IB)/268/NCLT/AHM/2G22 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Inf050ft Limited approving
the resolution plan submitted by Mr. Bijal Dineshehandra Sanghvi in consortium with M/s, Axis Solutions
P rivate L i m i ted (" Resol ut i on Appl i ca nt{s)”).

NCLAT at the hearing held on 27th August,2024 orders in Company Appeal (ATI (Insolvency) No. 1475 of
2024 a pp rovl ng the Scheme of Arrangement (" Sc h e me") form i ng part of t his Reso I ut i on PI a n, f 0 r t lie me rge r of
the M/s Axis Solution Private Limited ("Transferor Company") into Asya fnfdsoft Limited ("Transferee
Company"), and consequent allotment of shares of the Transferee company to the shareholders of the M/s
Axi s So I lit) on Pri vate Lim ited {“Tra nsferor C 0 m pa ny").

Key Changes pursuant to the Approved Resolution Plan:

1. Change of M a nage me nt ofthe Co m pa ny;

2. Extinguishment of Promoter Shareholding: Pursuant to the NCLT Approved Resolution Plan, the equity
shares held by the promoters and promoter group is cancelled effective from tiie record date i.e., 13th
Septe mber,2024. wi thout a ny payout:

3. Cancel la tiom of P u h I ic Shar eha I di ng:

95% of the equ ity s h a res he I d by the pu bl i c s h a r ehold ers as on t he record date
sta nds ca nee I led as per the N C LT 0 rde r, withou t an y payout, I n other wo rds

Canoe I lation of the enti re share ho I dl ng of the exi sting share ho I ders wi tho u t a ny pay m e nt of cons i derat ion
a nd re-issue of one (1) equity share of Rs, 10/- ea ch for eve ry 2 0 equ i ty shares of Rs. 10/- esc h he Id by th e
Public Shareh old ers on the Record d ate to b e an n ou need by the Co m pa ny,

4. Al lotme nt of Shares for I nf usion of Fund s:

Pursuant to the Resolution Plan, the Board of Directors of the Company at their meeting held on 19tli
September, 2024 alio ted 37,50,000 (Thirty Seven Lakhs Fifty Thousand) Equity shares of the Company of
Rs. 10/- each to the Resolution Applicant against the consideration of Rs. 3.75,00,000/- infused by the
Resolution Applicant

5. Allotment of shares for Merger pursuant to the Resolution Plan, the Board of Directors of the Company at
their meeting held on 1.9th September, 2024 allotted 3,98,22,200 equity shares to the sharehodlers of the
Axis So I ut i on Private Limited (Transfe ro r Company) as a cons! derati on to wa rd t h e m e rger of Axis So I ut ion
P rfvate Li m i ted i nto Asya I nfosoft Li mt i ed.

C hanges i n Constitut to n Doc uments pu rsu a nt th e NC LT Approved Re sol ut i 0 n PI a n:

GIST OF CHANGE IN THE CONSTITUTION DOCUMENTS as envisaged in the Approved Resolution PI an is
asunder:

1. Change in name of the Company and Alteration of Name Clause in the Memorandum of Association and
Articles of Asso elation of the Co m pa ny,

2. C h a rige i n the O bj ect Clause of t h e Me morand urn of Associ atio n of the Co m pa ny;

3. C h a nge i n t he Author i zed Share Capita I of the Comp a ny;

Rat iona le behi nd Me rger of Ax is So lution Private Li mited i nto Asya I nf o soft Li mited:

The Scheme of Arrangement involves the merger of the Transferor Company (Axis Solution Private Limited)
into M/s Asysa tnfosoft Limited (Corporate Debtor) ensure the continuity of the Corporate Debtor, which
preserves going concern valuation of the Corporate Debtor and also develops the market and generates
ad equ ate cas h flow as co m pa red to a n asset u nder I rq u idation. Othe r benefits f o r both com pa nles a re as und er:

1. HelptofacilitatetherevivalofM/s.AsyaEnfosoft Li m ited as a go! ng concern.

2. Amalgsmationwould enhance shareholdervalue of the company by way of improved financial position and
cash flows, increase assets base, and stronger consolidated revenue and profitability.

3. Combined entity wili help to undertake larger expansion strategies and to tap bigger opportunities in the
industry,

RISK MANAGEMENT

The B oard of your Co m pa ny h as adopted Risk M a nage me nt pi a rs to c reate a nd protect s h a rehol de rs va I ue to
the extent practically feasible by identifying and mitigating major operating, and external business risk,
C urrent ly t he board is responsi ble for review) ng the ris k management pi a n a nd e ns uri ng its effective ness. The
Company recogn izes t h at the emergi ng a nd ide ntif ied risks need to be managed a nd m itigated to (a) protect its
shareholders and other stakeholders' interest; (b) achieve its business objectives; and (c) enable sustainable
growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and
Analysis Report, which forms pa rt of thi s Re po rt.

DETAILS OF POLICYDEVELOPED AND IMPLEMENTED ON CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Roles, 2014, as amended, the Board of the Company has formed Corporate Social
Responsibility fCSR¹¹) Committee. The Policy on CSR is also hosted on the website of the company
https;//axi sirdia.i n/.

The Annual Report on CSR expenditures for the FY 2023-24 is annexed herewith and forms part of this report
asAnnexure-E

Details of Committee mem bers are as u ncter-

DIR ECTO RS' R ES PO NS I Bl LITY ST ATEM E NT:-

P u rsu ant to the req ui rement 11 n der Sect i on 134 of t h e Act, the Dire ctors he relay conf i rm and state that:

1. in the preparation of the annual financial statements for the financial year ended March 31, 2024, the
applicable accounting standards had been followed and no material departures have been made for the
same;

2. they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year ended on March 31,2024 and the loss of the Company for that
period:

3. they have Laken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguard mg the assets of the Company and for preventing
and detecting fraud and other irregularities;

4. they have prepared t he an rtua I accounts for the year end ed March 31,2024o n a going co ncem ba sis:

5. they have laid down internal financial controls and the same have been followed by the Company and that
such i nterna i fi na nci a I contra I s are ad eq u ate and we re operati ng effectively; a nd

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adeq uate an d ope rating effectively

CODEOFCONDUCT

The Company has formulated and laid down a Code of Conduct for the Board of Directors and Senior
Management of the Company which Is available at the Company's website on All the Board Members and
Senior M anagem ent Perso n ne I h ave aff i rmed com pi ia nee wit h t h e Cpde.

The necessary declaration by the Chief Executive Officer as required under Regulation 34(3} read with
Sched ule V( D) of t he Listing Regu I at i ons, regard ing ad here n ce to the Code of Cbndnet h as not a ttached to the
this Annua I Report as during the year Com pany is u ndc r t ho I nsol verse y p roced u re a nd the powc r of t he Bo a rd
of Di recto rs we re su ppressed arid vest with R esoiutio n P rof essi ona I,

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRE55AL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 201 3 and the Rules made thereunder. The aim of the policy is to provide protection to
women emp I oyees at the workp I ace and prevent and redress co m plai n ts of sexua I harass ment and f o r matters
connected or incidental thereto, with the objective of providing a safe working environment, whore women
employees feel secure. AIL women employees (permanent, contractual, temporary, trainees) are covered
urid er the s a i d po I icy.

Your Company has complied with provisions relating to the constitution of Internal CompFaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to
red ress co m plai nts received 0 n sexual harassm ent.

N o comp I a Int was pend ing at the begi nn i ng of the yea rand none was rece ived du ring the year,

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 ("IHC") DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END
OF FINANCIAL YEAR:

1. The National Company Law Tribunal-Ahmedabad Bench, vide its order dated 17th May, 2023 in
CP(IB}/268/NCLT/AHM/2022 (Company Petition) admintted the application filed by Fiat Accord Fabric
Private Limited/ Financial Creditor under Section 7 of the Code and ordered Corporate insolvency
Resolution Process (ClRP) against the Corporate Debtor i.e, Asya Infosft Limited, further to which
moratorium was declared and and Mr, Sumit Rajnikant Mehta was appointed as the interim Resolution
Professional.

2. Consequently, the meeting of the Committee of Creditors was conducted on 16th June, 2023 aftergiving
d Lie notice to c reditors as per provisions of section 22 (l)of t h e the I n solvency a nd Ba nkru ptcy Code, 2016
and COC approved the appointment of Mr, Sumit Rajnikant Mehta as Resolution Professional In
accordance with section 22(2) of the I nso I vency& Bankruptcy Code, 2016. It isfurther submitted that the
C OC constituted on 16th Jure, 2023 was reconstit uted on 1st Jan nary. 2024 after recei pt of f u rther claim
from creditors asthe membersof COC

3. The COC byway erf e-voting approved the resolution plan submitted by Mr. Bijai DineshchandraSanghvi-
Lead Member and M/s A>?is Solution Private Limitecf-Member ("Resolution Applicant") with requisite
majority, in accordance with the provisions of Section 30(4) of the insolvency and Bankruptcy code 2016
("The Code"), subject to the approval of the said Resolution Plan by the Hon'ble National Company Law
Tin bu na!, Ahmedbb ad Behch. Th e sa id p I a n was tiled beta re t he Hon'b I e N C LT.

4. The Hon'ble NCLT, at the hearing held on 14th July, 2024 Pronounced Orders m CP IB Number
CP{IBJ/263/NCLT/AHM/2022 in the matter of Fiat Accord Fabric Pvt Ltd Vs Asya Infosoft Limited
approving the resolution plan submitted by Mr. Bijai Dines li Chandra Sanghvi in con sort! urn wit hM/s. Axis
Solutions Private Limited ("Resolu tion Appliesnt[s)"),

5. The Hon'ble NCLAT at the bearing held on 27th August,2024 orders in Company Appeal (ATH In solvency)
hlo. 1475 of 2024 approving the Scheme of Arrangement ("Scheme") forming part of this Resolution Plan,
for the merger of tiie M/s Axis Sol ution Private Limited ("Transferor Company") into ^sya Infosoft Li mited
("Transferee Company"), and consequent allotment of shares of the Transferee company to the
shareholders of the M/s Axis Solution Private Limited ("Transferor Company") and change of name of
T ransferee company asper the Scheme of the Arrangement forming part of this plan,

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL IN ST ITUTIO NS ALO NG WS T H T H E R E AS ONS THER EOF:

T!i e Co m pa ny has not ava iled any toa n f ro m a ny Ban k / Fin a n cia 11 nst i tu ti ons, d u ring the fi na nci a I year u n der
review. There was no instance of one-time settlement with any Bank or Financial Institutions during the
financial year under review,

OTHER DISCLOSURES:

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

1. The financial statements are prepared accordingly con si deringthefo I lowing

* Merger of Axis Solution Private Limited into Asya Infosoft Limited with effect from the Appointed
dated i.e., 1st April 2023

* The adjusters pursuant to the Resolution Plan are done wherever required.

2. The Company has not issued equity shares with differential voting rights as to dividend, voting or
otherwise, during the period under review.

3. The re h a$ been no f a ii u re in I m pie me ntat i on of a ny Corpora Le Actio n,

4. Receipt of any remuneration Of corn mission f rojtjany of Its su bsi d ia ry companies by the M a na gi ng Director
o r th e Whole time D irectors of the Com pa ny.

Th ere was no revi sio n of the pnevi ous yea r's financial state merits du ri ng t h e f i n a n da I yea r und er review,

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis Report
(”MDAR^J') as explained in a separate Section in this Report, describing the Company's objectives, projections,
estimates and expectations may constitute 'forward looking statements' within the meaning of applicable
laWS and regulations. Actual results might differ materially from those either expressed or implied in the
statement de pe nd Ing on the ci rcu m stan ces,

ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and
conf id ence in the management of t he Com pa ny and will a Iso li k e to pi ace on record the i r si ncere a ppreciation
f o r the continu etf co-ope rati o n, g u id a nee, su ppo rt a nd assistance exte n ded by o ur u sers, ban ke rs, custo mers,
Govern me nt & No n- Govern me lit Agen cies & var i ou s of her sta keh old ors.

You r Di recto rs also place on re co rd the i r a pp reciation of the vi tai contr i buti o n m ad e by e m ployees at a 11 levels
ind their u nstinted sup po rt, ha rd work, sol idarlty, cooperation and stel lar pe rf or mance during the year under
review.

Date>06,12.2024 For Asya Infnsoft LImited

Place:-Ahmedabad For & on Behalf of the Board of Directors

SdA Sd/-

BIJAL SANGHVI PurvlSanghvI

(DIN:019SB242) (DSN: 01932029)

Managing Director CEO and Executive Director