Your directors are pleased to present the 12^th Annual Report of Asian Warehousing Limited ("the Company") together
with theAudited Financial Statements of the Company for the financial year ended 31st March, 2024.

1. Financial Highlights:

Thefinancial highlights forthefinancial year ended 31^stMarch, 2024 issummarized below: (Rs. in Lakh)

The financial statements for the financial year ended 31^st March, 2024 have been prepared as per the Indian
Accounting Standards (Ind-AS).

2. Operational Performance:

During the financial year under review, the Company achieved a total revenue of Rs.170.52 Lakh as against
Rs.184.40 Lakh in the previous financial year and Net Profit aftertax was Rs.14.61 Lakh as against Net Profit
after tax of Rs.17.20 Lakh in the previous financial year.

3. Change in the nature of business of the Company:

The Company is primarily engaged in the activities ofAgri products warehousing. There was no change in nature
of the business of the Company during the financial year under review.

4. Listing of shares on BSE Ltd.:

The Hon'ble High Court of Judicature at Bombay vide its order dated 10 April, 2015 had approved the Scheme of
Arrangement between Neelkanth Limited (Formerly known as RT Exports Limited)(“Demerged Company”) and
Asian Warehousing Private Limited (“Resulting Company”) and their respective shareholders and creditors for
demerger of the Warehousing Division of R T Exports Limited into Asian Warehousing Private Limited. The
resulting company was later converted into public limited w.e.f. December 8, 2018 and consequent to such
conversion the name of the resulting company becameAsian Warehousing Limited.

Pursuant to the said Scheme of Arrangement, the Company has issued and allotted 34,87,200 Equity Shares of
Rs. 10/- each on February 25, 2019 to the Equity Shareholders of demerged company in the ratio of 0.8:1.
Further, 34,87,200 Equity Shares got listed on the BSE Ltd. w.e.f. June 27,2023.

5. Subsidiaries, Associates and Joint Venture companies:

The Company does not have any subsidiary, joint venture or associate company.

6. Transfer to Reserve:

During the financial year under review, the Company did not transfer any amount to general reserve.

7. Dividend:

The Company's overall performance during the financial year under review was satisfactory. To conserve
the resources for future capital requirements, your directors do not recommend any dividend for the Financial
year2023-24.

8. Changes in Share Capital:

During the financial year under review, there was no change in share capital of the Company. As on March 31,
2024, the Authorised Share Capital of the Company was Rs.350 Lakh divided into 35,00,000 Equity Shares of
Rs.10/- (Rupees Ten only) each and issued, subscribed and paid-up Equity Share Capital of the Company stood
at Rs.348.72 Lakh divided into 34,87,200 Equity Shares of Rs.10/- (Rupees Ten only) each.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor
issued any sweat equity shares or employee stock options during the financial year under review.

9. Material Changes and Commitments, if any, affecting the financial position of the Company:

There was no material changes and commitments which could affect the Company's financial position between
the end of the financial year of the Company and date of this report.

10. Particulars on conservation of energy, research and development, technology absorption, foreign
exchange earnings and outgo:

Considering the nature of business activities of the Company, your directors have nothing to report regarding
conservation of energy and technology absorption. The Company has not incurred any expenses on R&D during
the financial year under review.

Foreign exchange earnings and outgo:

11. Directors' Responsibility Statement:

Your directors to the best of our knowledge and belief and according to the information and explanations

obtained by them, make the following statement in terms of section 134(3)(c) read with Section 134(5) of the

CompaniesAct. 2013 ("Act") that:

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

b) 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 31st March, 2024 and of the profit of the Company for that
period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities;

d) they have prepared the annual accounts on a 'going concern' basis;

e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively and;

f) they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

12. Particulars of employees:

The information as required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-I forming part of this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the report
and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available
for inspection at the Registered Office of the Company during the working hours and any member interested in
obtaining a copy of the same may write to the Managing Director of the Company and the same will be furnished
on request.

13. Annual Return:

As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on March
31,2024 will be placed on the website of the Company and can be accessed atwww.asianw.com.

14. Deposits:

During the financial year under review, your company has not accepted any deposits within the meaning of
Section 73 of theAct read with the rules made thereunder.

15. Particulars of loans, guarantees or investments under Section 186 of theAct:

The details of loans advanced, guarantees given and investments made which are covered under Section 186 of
theAct, have been disclosed in the Financial Statements at appropriate places.

16. Whistle-Blower Policy (Vigil Mechanism):

In compliance with the provisions of Section 177 of theAct and Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage
directors and employees of the Company to bring to the attention of any of the following persons, i.e. the
Chairman of theAudit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual
orsuspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code)
that could adversely impact the Company's operations, business performance or reputation. The Policy and the
Code has been posted on the website of the Company viz. www.asianw.com.

17. Risk Management Policy:

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing
shareholders' value and providing an optimum risk-reward tradeoff. The risk management approach is based on
a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

18. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed
Nomination and Remuneration Policy (the Policy). The Policy applies to the Board of Directors, Key Managerial
Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment
of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a
framework in relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has
been posted on the website of the Company viz. www.asianw.com.

19. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013:

At Asian Warehousing Limited, all employees are of equal value. There is no discrimination between individuals
at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual
orientation orage.

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review,
no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the
financial year under review.

20. Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company's business policies and strategy apart
from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the
Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the
meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the
resolutions are passed through circulation and later placed in the next Board / Committee meetings. The agenda
for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to
enable the directors / members to take informed decision.

During the financial year under review, the Board of Directors duly met 8 (Eight) times on April 1,2023, June 20,

2023, July 11,2023, July 18, 2023, September 25, 2023, November 7, 2023, December 26, 2023, February 8,

2024. The intervening gap between two consecutive Board meetings did not exceed stipulated time.

21. Committees of the Board:

Presently, the Board has three Committees viz. theAudit Committee, Nomination and Remuneration Committee
and Stakeholders' Relationship Committee.

The Composition of the committees and compliances as per the applicable provisions of theAct are as follows:

i) Audit Committee:

TheAudit Committee is duly constituted as per the provisions of Section 177 oftheCompaniesAct, 2013
and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

The members of the Committee possess sound knowledge of accounts, audit, finance, taxation, internal
controls etc.

As on March 31, 2024, the Audit Committee comprised of 3 members viz. Mr. Yogesh Thakkar, Mr.
Bhavik R. Bhimjyani and Mr. Manohar Kumar. The Company Secretary and Compliance Officer of the
Company acts as the Secretary to theAudit Committee.

The Board has accepted all recommendations made by theAudit Committee during the financial year
under review.

ii) Nomination and Remuneration Committee:

Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements),
2015.

As on March 31, 2024, the Nomination and Remuneration Committee comprised of 3 members viz.
Mr. Yogesh Thakkar, Mrs. Asha Dawda and Mr. Manohar Kumar. The Company Secretary and
Compliance Officer of the Company acts as the Secretary to the Committee.

iii) Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee is duly constituted in accordance with the provisions of
Section 178 of the Act. Stakeholders' relations have been cordial during the financial year. The
Committee deals with the issues relating to investors. There were no investor grievances pending as on
March 31,2024, and a confirmation to this effect has been received from the Company's Registrar and
Share TransferAgent.

As on March 31, 2024, the Stakeholders' Relationship Committee comprised of 3 members viz.
Mr. Yogesh Thakkar, Mr. Bhavik R. Bhimjyani and Mr. Manohar Kumar. The Company Secretary and
Compliance Officer of the Company acts as the Secretary to the Stakeholders' Relationship Committee.

22. Separate meeting of Independent Directors:

As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the
Independent Directors of the Company was held on February 8,2024 without the presence of Non- Independent
Directors and members of the management to consider the following:

(i) performance of Non-Independent Directors and the Board as a whole; and

(ii) assessing the quality, quantity, and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to perform its duties effectively and
reasonably.

Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board
as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of
information between the Company management and the Board.

23. Performance Evaluation of the Board, its Committees and Individual Directors:

The Board has devised a policy pursuant to the applicable provisions of the Act and the SEBI (Listing Obligation
and Disclosure Requirements Regulation, 2015 ("Listing Regulations") for performance evaluation of the Board
and individual Directors (including Independent Directors) and Committees which includes criteria for
performance evaluation of non-executive directors and executive directors.

The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and
individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the
respective Committee members. The performance of each Committee was evaluated by the Board, based on
report on evaluation received from respective Board Committees.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

(i) Attendance at Board and Committee Meetings;

(ii) Quality of contribution to the deliberations;

(iii) Strategic perspectives or inputs regarding future growth of the Company and its performance; and

(iv) Providing perspectives and feedback going beyond information provided by the management.

In a separate meeting of Independent Directors, taking into account the views of executive directors and non¬
executive Director, performance of non-independent directors and the Board as a whole was evaluated.

24. Contracts or arrangements with related parties under Section 188(1) of theAct:

During the financial year under review, the Company had no transaction with its related party falling under
provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as
required underSection 134(3) of theAct in Form No.AOC-2 is notapplicable.

25. Directors and Key Managerial Personnel:

i. Composition of the Board:

As on March 31, 2024, your Board consisted of 4 members. Besides Managing Director, the Board
comprised of one Non-Executive non-promoter Woman Director and two Non-Executive Independent
Directors.

There are no changes in the Board of Directors of the Company during the year under review.

ii. Retire by Rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and
Administration) Rules, 2014 and Articles of Association of the Company, Mr. BhavikR. Bhimjyani (DIN:
00160121), Director of the Company retires by rotation at the ensuing 12th Annual General Meeting
("AGM") and being eligible, has offered himself for re-appointment and your Board recommends his re¬
appointment.

iii. Cessation

Ms. Vrushali Darji resigned from the post of Company Secretary of the Company w.e.f. June 26,2023.To
fill vacancy occurred upon resignation of Ms. Vrushali Darji, the Board of Directors of the Company
appointed Ms. Rashmi Agarwal, an Associate Member of the Institute of Company Secretaries of India,
having Membership No. ACS: A39114 as Company Secretary and Compliance Officerof the Company
w.e.f. September 25, 2023.Ms. Rashmi Agarwal resigned from the post of Company Secretary of the
Company w.e.f. June 17,2024.

iv. Appointment and Re-appointment

To fill vacancy occurred upon resignation of Ms. Vrushali Darji, previous Company Secretary and
Compliance Officer of the Company and pursuant to the provisions of Section 203 of the Act read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation
6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”) the Board of Directors of the Company appointed Ms. Rashmi Agarwal, an Associate
Member of the Institute of Company Secretaries of India, having Membership No. ACS: A39114 as
Company Secretary and Compliance Officer of the Company w.e.f. September 25,2023.

v. 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 were as follows:

Mr. BhavikR. Bhimjyani - Chairman and Managing Director

Mr. Sachin Ravilal Dedhia - ChiefFinancial Officer,

Ms. Rashmi Agarwal - Company Secretary and Compliance officer

Apart from the above, no other Director or KMP were appointed or retired or resigned during the financial
year ended 31st March, 2024.

vi. Declaration from Independent Directors

The Company has received necessary declaration from both the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the
Act and Regulation 16(1)(b)of the Listing Regulations. The Independent Directors have also confirmed
that they have complied with Schedule IV of theAct and the Company's Code of Conduct.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of theAct.
Your directors have made necessary disclosures as required under various provisions of theAct and the
Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of
integrity and possesses relevant expertise and experience and are independent of the management.

26. Auditors and Reports:

i. StatutoryAuditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014, the members of the Company at their 10th Annual General Meeting held on 10th September,
2022, re-appointed M/s. Ramesh M Sheth &Associates, Chartered Accountants, (Firm Registration
No. 111883W), as StatutoryAuditors of the Company fora another term of 5 (five) consecutive years to
hold office till the conclusion of the 15th Annual General Meeting to be held for the financial year ending
31^st March, 2027.

M/s. Ramesh M Sheth & Associates, Chartered Accountants have furnished a certificate of their
eligibility under Section 141 of theAct and the Companies (Audit and Auditors) Rules, 2014, confirming
that they are eligible for continuance as StatutoryAuditors of the Company.

The Auditors Report for the financial year ended 31^st March, 2024 does not contain any qualification,
adverse remark or reservation and therefore, do not call for any further explanation or comments from
the Board under Section 134(3) of theAct.

ii. SecretarialAuditors:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Feni Shah &
Associates, Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the
financial year2023-24.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial
Auditors in their report for the financial year 2023-24 and the same is annexed to this report as
Annexure- II and forms part of this report.

iii. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014,
the Board of Directors, based on the recommendation of theAudit Committee, re-appointed Mr. Jayesh
S. Vora, Chartered Accountants, Mumbai as Internal Auditor of the Company for the financial years
2022-23 and 2023-24. The management undertakes corrective actions in their respective areas and
thereby strengthens the controls.

Mr. Jayesh Vora, Chartered Accountants, Mumbai who is Internal Auditor have carried out internal audit
for the FY2023-24. Reports were reviewed by theAudit Committee.

iv. Maintenance of cost records:

The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules, 2014 read with Section 134(3) of the
Act, were not applicable to the Company during the financial year under review.

v. Corporate Governance Report:

As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub¬
regulation (2) of Regulation 46 and paraC, D and Eof Schedule V shall not apply to a listed entity having
paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees
Twenty-Five Crore, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up equity share capital and Net worth of the
Company were below the threshold limits as stated above, therefore, the Corporate Governance
provisions are not applicable to the Company presently. Accordingly, the Report on Corporate
Governance and certificate regarding compliance of conditions of Corporate Governance are not
provided in theAnnual Report. However, the Company continues adhere to the best practices prevailing
in Corporate Governance and follows the same in its true spirit.

vi. Management Discussion and Analysis Report:

Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the
Management Discussion andAnalysis report is attached separately which forms part of this report.

27. Internal financial control and its adequacy:

The Company has in place proper and adequate internal control systems commensurate with the nature of its
business, size and complexity of its business operations. Internal control systems comprising of policies and
procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures,
applicable laws and regulations and that all assets and resources are acquired economically used efficiently and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its
compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal
Financial Control.

28. Unclaimed dividends:

There were no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central Government during the financial year under review.

29. Details in respect of frauds reported by Auditors other than those which are reportable to the Central
Government:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of
Directors under Section 143(12) of theAct. read with rules made thereunder.

30. Secretarial Standards:

During the financial year under review, the Company has complied with all the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and your directors confirm compliance of the same
during the financial year under review.

31. Corporate Social Responsibility (CSR):

During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social
Responsibility were not applicable to the Company.

32. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made or proceeding initiated against the Company
under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the
financial year under review.

33. Valuation of Assets

During the financial year under review, there was no instance of one-time settlement of loans / financial
assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out
valuation of its assets for the said purpose.

34. Material Orders of Judicial Bodies/Regulators

During the financial year under review, there were no material orders passed by any judicial bodies/regulators
impacting the going concern status of the company and its future operations.

35. Acknowledgement:

Yours directors place on record their appreciation for the support and co-operation extended to the Company by
Banks, Government authorities, Customers during the financial year under review. The Directors would also like
to thank the employees for their continued support and contribution in ensuring all round performance.

For and on behalf of the Board of Directors of Asian Warehousing Limited

Sd /-

Bhavik R. Bhimjyani
Chairman & Managing Director
DIN:00160121

Place: Mumbai
Date: 29th July, 2024

Registered Office:

508, Dalamal House, J. B. Road,

Nariman Point, Mumbai -400 021,

Maharashtra, India.

CIN: U01403MH2012PLC23071
E-mail: info@asianw.com
Website: www.asianw.com