The Board of Directors is pleased to present the 37th Annual Report of the Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS:

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

(' in Lakhs )

COMPANY’S PERFORMANCE

During the financial year 2023-24 total revenue of the Company on standalone basis is Rs. 2836.17 Lakh and on consolidated basis is Rs. 1305.35 Lakh. The Profit/(Loss) after tax on standalone basis is Rs. 926.85 Lakh and on consolidated basis is Rs. 1598.53 Lakh. There is no material change in the nature of business of the company.

DIVIDEND

Considering the financial position of the company, the Board of Directors have not recommended any dividend for the financial year 2023-24.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves during the current financial year.

ALUMINIUM DIVISION

During the financial year 2023-24 Aluminium Division of the Company was sold.

MINING BUSINESS

During the year Mining Division of the Company has not carried out any activity.

POWER GENERATION

The Company’ has Wind Turbine Generator (WTG) & Solar Power Plants with total power generation capacity of 2.75 Mega Watts contributed Rs. 114.73 Lakh in the total revenue of the Company as compared to Rs. 176.42 Lakh in the previous year.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred total unclaimed and unpaid Final dividend of Rs. 1,48,031/- for the F.Y. 2015-2016 to IEPF Authority. Further 6510 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act (hereinafter referred to as “the Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24 together with the Auditor’s Report forms part of this Annual Report.

SUBSIDIARY AND JOINT VENTURE COMPANIES

The Company has one subsidiary viz Hind Power Products Private Limited and one joint venture Company viz Associated Industries Limited (SFZ) LLC as on March 31, 2024. During the FY 2023-24 Hind Aluminium Industries (Kenya) Limited ceased to be subsidiary of the Company.

A separate statement containing the salient features of financial statements of the subsidiary of the company in prescribed Form AOC-1 form a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies Accounts) Rules, 2014.

The Company has formulated a policy for determining Material Subsidiaries. The Policy may be accessed at:https://www. associatedgroup-investors.com.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit/loss of the Company for the said period;

c. the Directors have taken proper and sufficient care of 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;

d. the Directors have prepared the Annual Accounts on a going concern basis.

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga has vast experience of over 58 years in Aluminium Industries. He holds 5,95,616 equity shares in the Company & also hold directorship in another Listed Company viz. Nirav Commercials Limited.

Shri. Shailesh Daga (DIN: 00074225) reappointed as a Managing Director of the Company for a term of 3 (Three) years w.e.f. June 01, 2024 and Shri Ambarish Daga (DIN: 00897867) has appointed as an Additional (Non-Executive Independent) Director of the Company w.e.f. May 30, 2024 subject to shareholder’s approval at the ensuing Annual General Meeting. Shri Navinchandra Shah (DIN: 01193927), Shri Sudhir Goel (DIN: 00074455) and Shri Sundeep Mohta (DIN: 00426001) has resigned w.e.f. May 30, 2024 from the Board of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Shri Shailesh Daga, Managing Director, Shri Mahendra Kumar Jain, Chief Financial Officer , Ms. Ankita Vishwakarma as a Company Secretary (appointed w.e.f. May 31, 2024) and Mrs. Sakshi Sharma, Company Secretary (resigned w.e.f. 30.05.2024).

Except the aforesaid director, no directors or key managerial personnel were appointed or have resigned during the year.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of Listing

Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

Total Four meetings of the Board of Directors were held during the financial year 2023-24. For details of meetings of the board please refer to the corporate governance report, which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practising Company Secretary on its compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors’ report.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations and no personnel has been denied access to the audit committee. The Vigil Mechanism and whistle-blower policy is put on the Company’s website and can be accessed at:https://www.associatedgroup-investors.com.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

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

There were no materially significant related party transactions as per the Regulation 23 of the Listing regulations, that may have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no. 37 to the Standalone Financial Statement which set out related party transactions as per Ind As 24. As there were no transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Nil details are given in Annexure -II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN

The Annual Return for financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.associatedgroup-investors.com

AUDIT COMMITTEE

The Audit Committee was reconstituted on 30th May, 2024 and it comprises members namely CA. Ambarish Daga (Chairman), Shri Kiran Mundhra (Member) and Shri Lalit Kumar Daga (Member).

All the members of the Audit Committee are financially literate and have experience in financial management.

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in

respect of Directors/employees of the Company is set out in the Annexure III of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor:

M/s. Karnavat & Company, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the 36th Annual General Meeting held on September 06, 2023 till the conclusion of the 41st Annual General Meeting of the Company, to be held in the Calendar year 2028. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report. The Independent Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries, for the financial year ended March 31, 2024 under the Act read with Rules made thereunder is set out in the Annexure V to this report.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the Corporate Governance Report with the Practising Company Secretary’s Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

OTHER DISCLOSURES

Ý During the year Company has exited with all respect from its Silvassa factory as well as subsidiary at Kenya. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; NIL

Ý Your Company has not issued any shares with differential voting rights.

Ý There was no revision in the financial statements.

Ý Your Company has not issued any sweat equity shares.

Ý There is no change in the nature of business.

Ý During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

Ý There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Ý There were no frauds reported by the Auditors u/s 143(12) of the Act.

Ý As per the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied with provisions relating to the constitution of Internal Complaints Committee. There were no complaints received during the year under review.

Ý The Company’s overall turnover as well as turnover from individual product did not fall under the prescribed limits mentioned under Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, hence the provisions of maintenance of Cost Records and Audit were not applicable to the Company during the FY 23-24.

Ý Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Not Applicable

Ý Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable

Ý The company does not fall under the criteria mentioned under Section 135 (1) of the Act pertaining to applicability of Corporate Social Responsibility.

Ý In accordance with the requirement of Regulation 34(3) and Schedule V Part F of Listing Regulations, no share of the company is in demat/unclaimed suspense account.

ACKNOWLEDGEMENT

The Board of Directors sincerely convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place: Mumbai Date: 04.07.2024