Ascensive Educare Ltd Directors Report

<dhhead-BOARD REPORT</dhhead-

To,

The Members,

Ascensive Educare Limited,

Your directors have pleasure in presenting the 13^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder

PARTICULARS	FOR THE YEAR ENDED ON 31.03.2025	FOR THE YEAR ENDED ON 31.03.2024
Net Income from Business Operations	3534.51	2089.72
Other Income	53.37	6.67
Total Income	3587.88	2096.39
Total Expenses except depreciation	3227.13	1873.48
Profit / (loss) before depreciation & tax	360.75	222.91
Less Depreciation	20.46	21.89
Profit before Tax	340.29	201.02
Less Tax Expenses:	79.38	69.23
Net Profit after Tax	260.91	131.79

i- STATE OF AFFAIRS:

The Company is engaged in the services of training and skill development offering vocational training, and educational consulting in collaboration with Central Government, State Governments and various Industries and Industry Associations. There has been no change in the business of the Company during the financial year ended 31^st March, 2025.

There has been no change in the Companys business operations during the financial year ended 31st March, 2025.

The highlights of the Companys performance are as under:

i. The Company reported Revenue from Operations of Rs. 3,534.51 Lakhs for the financial year ended 31st March, 2025, as compared to Rs. 2,089.72 Lakhs for the financial year ended 31st March, 2024.

ii. The Company reported Total Expenditure of Rs. 3,247.59 Lakhs for the financial year ended 31st March, 2025, as compared to Rs. 1895.37 Lakhs for the financial year ended 31st March, 2024.

iii. The Earning Before Tax (EBT) for the year ended March 31^st, 2025 amounted to Rs. 340.29 Lakhs as compared to Earnings Before Tax (EBT) of Rs. 201.02 Lakhs for the financial year ended 31st March, 2024.

iv. The Net profit for the year ended for the year ended on 31st March 2025 amounted to Rs. 260.91 lakhs as compared to Net Profit of Rs. 131.79 lakhs for the financial year ended 31st March, 2024.

v. The basic Earnings per share (EPS) on standalone basis for the year stood at INR 0.60 per share, as compared to INR 3.48 per share for the previous year.

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4- SHARE CAPITAL:

The Authorised Share Capital as on 31^st March, 2025 was Rs. 5,00,00,000/- divided into 4,92,50,000 Equity Shares of Rs. 1/- each and 75,000 Preference Shares of Rs.10/- each of the company.

The Paid-up share capital as on 31^st March, 2025 was Rs. 4,58,51,160 divided / into 4,58,51,160 Equity Shares of Rs. 1/- each of the company.

Increase in Authorised Share Capital:

During the year under review, there was no change in the Authorised share capital of the Company. Increase in Paid Up Share Capital

During the year under review, The Company has increased its Paid-up Share Capital from Rs. 4,08,51,160/- to Rs. 4,58,51,160/- during the Year 2024-25.

a. The company has issued and allotted 5,00,000 (Five Lakhs) Equity shares on conversion of fully convertible warrants into equal number of Equity Shares of the company, having face value of ^ 10/- (Rupees Ten only) each, pursuant to the approval of the Board obtained at the Board Meeting held on September 04, 2024

The Said warrants were allotted on August 05, 2023 at a price of ^ 33.20/- (Thirty-Three Rupees and Twenty Paisa only] each including a premium of ^ 23.20/- each, per warrants payable in cash ("Issue Price"], on a preferential basis to promoters of the Company.

b. The Company has undertaken a Sub-Division/Split of its Equity Shares, whereby each equity share having a face value of ^10 (Rupees Ten only] has been sub-divided into 10 (ten) equity shares having a face value of ^1 (Rupee One only] each, pursuant to the approval of the shareholders obtained at the Extraordinary General Meeting (EGM) held on January 10, 2025

4- LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with BSE startup Platform and in dematerialized form. The ISIN No. of the Company is INE0E4I01027.

4- RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account. 4- DIVIDEND:

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2024-25.

4- TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund] Rules, 2016 ("IEPF Rules"], dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"].

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor there was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2024-2025.

4- DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

4- INSURANCE:

The properties/assets of the Company are adequately insured.

4- DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

4- PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

There were no loans or guarantees or investment made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The same has been disclosed under the notes to the balance sheet in the Audited Financial Statements.

4- STATUTORY AUDITORS:

The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN: 015069C) is appointed as Statutory Auditor of the Company to hold office from the 9^th AGM to the 14^th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

4- STATUTORY AUDITOR S REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those which are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor except:

1. The company has not deposited Tax Deducted at Source amounting to INR. 3,39,300for the financial years 2014-15, 2020-21, 2021-22, 2023-24, 4^th Quarter of2024-25.

Explanation: Company is in process to pay the same.

2. The company has not paid CGST and SGST amounting to INR 84,89,910/- during the period 2017-18 to 2023-24.

Explanation: Company has preferred an appeal against the same with Joint Commissioner of State Tax.

i- SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Aanal Mehta & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the Financial year 2024-25.

M/s. Aanal Mehta & Associates have conducted the Secretarial Audit for the financial year 202425 and their report is attached as Annexure-A to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does not contain any qualification, reservation, or adverse remark, except as mentioned below.

4- SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure "A".

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor except:

1. During the year under review, The Company had not filed Form SH-7 in respect of consolidation/division of shares within the prescribed time period. The said form was subsequently filed with a delay of 59 days.

2. During the year under review, the Company allotted 5,00,000 (Five Lakh) Equity Shares of U0/- each upon conversion of fully convertible warrants. The Company was required to file the application for listing of the said shares with the Stock Exchange(s) within 20 days from the date of allotment. However, the application was filed on January 31, 2025, with a delay of 128 days.

4- COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25.

4- INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. The internal auditor of the company M/s Prerna Surana Jaiswal and Associates, Chartered Accountants, checks and verifies the internal control and monitors them in

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accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

4- MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure -B and is incorporated herein by reference and forms an integral part of this report.

4- DIRECTORS / KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retirement by rotation of Directors is applicable to the Company, accordingly appointment of Mr. Tanmoy Shankar Bhattacharyea is proposed as director retirement by rotation in the 13 ^th AGM of the Company.

BOARD OF DIRECTORS:

Composition, Meetings and Attendance during the Financial Year

The Composition of the Board of Directors of the Company as on 31.03.2025 are as follows:

Sr No. Name	Designation
1. Mrs. Sayani Chatterjee	Chairperson & Managing Director
2. Mr. Abhijit Chatterjee	Whole-time Director & CEO
3. Mr. Tanmoy Shankar Bhattacharyea	Non - Executive Non -Independent Director
4. Ms. Priyadarshini Dey	Non-Executive Independent Director
5. Mr. Soumya Ranjan Sahoo	Non-Executive Independent Director

DETAILS OF BOARD MEETINGS:

06 (Six) Board Meetings were held during the financial year ended 31^st March, 2025 on the following dates:

Sr. No.	Date of meeting	Directors Strength	Directors Present
1.	13/05/2024	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea
2.	03/09/2024	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea
3.	04/09/2024	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea
4.	14/11/2024	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea
5.	10/12/2024	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea
6.	31/03/2025	5	1. Sayani Chatterjee
			2. Soumya Ranjan Sahoo
			3. Priyadarshini Dey
			4. Abhijit Chatterjee
			5. Tanmoy Shankar Bhattacharyea

DIRECTOR RESPOSNSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5] of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

b) the directors 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 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 were operating effectively.

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

a. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Following changes were occurred during the year in the composition of board of directors and key managerial personnel:

Sr. Name of Director & KMP	PAN No	Date of Appointm ent	Nature of Change	Date of Change	Designation
1 Neha Maheshwa ri	AWEPM1592K	02/05/202 4	Appointment	02/05/2024	Company Secretary & Compliance Officer

c. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The broad terms of reference of the Nomination and Remuneration Committee ("NRC"] of the

Company are as under:

- To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

- To lay down criterion for the evaluation of the Board including Independent Directors and carrying out evaluation of every Directors performance.

- To formulate a criterion for determining qualifications, positive attributes and independence of a director and recommending to the Board, appointment, remuneration and removal of directors and senior management.

- Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

- Devising a policy on Board diversity.

- To do such act as specifically prescribed by Board and

- Carry out such other activities as maybe prescribed by the Companies Act 2013, read with Rules and regulations as maybe specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by "NRC" and the objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates who may be recommended to the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the Remuneration Policy adopted by the Company.

The Nomination and Remuneration policy is available on the website of the Company at https://www.ascensiveeducare.com.

The NRC evaluated the performance of the Board, its committees and of individual directors during the year.

d. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

- CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website https://www.ascensiveeducare.com.

4- COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has three (3) Committees viz., Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee as on 31.03.2025 comprises of 2 Non-executive Independent Directors and 1 Non- Executive Director as its Members. The Chairman of the committee is Independent Director.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

During the Financial year 2024-25, Four (4) meeting of audit committee held on 13.05.2024, 03.09.2024, 14.11.2024 and 28.02.2025.

The Composition of Audit Committee during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Soumya Ranjan Sahoo	Chairman of Committee	Non-Executive Independent Director	4	4
Ms. Priyadarshini Dey	Member	Non-Executive Independent Director	4	4
Mr. Tanmoy Shankar Bhattacharyea	Member	Non-Executive Director	4	4

During the year (4] Four Audit Committee Meetings were held. In pursuant to the provisions of section 177(9] & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.ascensiveeducare.com.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and nonexecutive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1] meeting of the Nomination and Remuneration Committee was held on 03.09.2024

The Composition of Nomination and Remuneration Committee during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Soumya Ranjan Sahoo	Chairman of Committee	Non-Executive Independent Director	1	1
Ms. Priyadarshini Dey	Member	Non-Executive Independent Director	1	1
Mr. Tanmoy Shankar Bhattacharyea	Member	Non-Executive Director	1	1

During the year (1] One Nomination and Remuneration Committee Meetings were held. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises both Non-Executive Director(s) and Executive Director. The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2024-25, One (1] meeting of the Stakeholder Relationship Committee was held on 10.01.2025.

The Composition of Stakeholder and Relationship Committee during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Tanmoy Shankar Bhattacharyea	Chairman of Committee	Non-Executive Director	1	1
Mr. Abhijit Chatterjee	Member	Whole-Time director	1	1
Mr. Sayani Chatterjee	Member	Managing Director	1	1

During the year (1] One Stakeholder Relationship Committee Meetings were held.

i- MATERIAL CHANGES DURING THE YEAR:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the financial year to which these financial statements relate and the date of this report, except as stated below:

a) The company has Undertaken Sub Division/Spilt of Equity Shares of the Company whereby each Equity Share having a face value of Rs. 10 (Rupees Ten only) has been sub-divided into face value of Rs. 1 (Rupee One only) each.

b) The company has issued and allotted 5,00,000 (Five Lakhs) Equity shares on conversion of fully convertible warrants into equal number of Equity Shares of the company, having face value of ^ 10/- (Rupees Ten only) each.

c) Company has entered into MOUs with SAMAGRA SHIKSHA for Vocational Education and implementation under the Vocational Education Component in alignment with National Skill Qualification Framework (NSQF) in 117 Schools in the State of Madhya Pradesh.

i- DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

4- EMPLOYEES STOCK OPTION PLAN

The Company has not provided stock options to any employee.

4- PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

1 Mr. Abhijit Chatterjee	36:1
2 Mrs. Sayani Chatterjee	8.67:1
3 Tanmaya das	7.08:1

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year.

Sr. Name	Designation	% Increase
1 Mr. Abhijit Chatterjee	WTD & CEO	20%
2 Mrs. Sayani Chatterjee	Managing Director	Nil
3 Mr. Sandip Biswas	CFO	44.63%
4 Ms. Pratima Singh	CS	200%
5 Mr. Tanmoy Shankar Bhattacharyea	Additional Director	500%

Notes: 1. Median remuneration of all the employees of the Company for the financial year 202425 is Rs. 1,80,000/- p.a.

The percentage increase / decrease in the median remuneration of employees in the financial year 2024-25.

Particulars	Financial year 2024-25	Financial year 2023-24	Increase
Median remuneration of all employees	1,80,000	1,44,000	25 %

Note: The calculation of % Increase in the median remuneration has been done based on comparable employees.

c) The number of permanent employees on the role of the Company as on 31.03.2025.

- 109 (One Hundred Nine)

d) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Percentile Increase for Employees other than Managerial Personnel: 25 %.

Percentile Increase for Managerial Personnel: 10.05 %.

Justification: NA

e) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Companys remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

f) The key parameters for any variable component of remuneration availed by the directors: N.A

g) The names of the top ten employees in terms of remuneration drawn as on 31^st March 2025:

Sl. Name of No the Employee	Designa tion of the Employ ee	Remun eration receive d (Rs.)	Natur e of emplo yment wheth er contra ctual or other wise	Qualifica tions and experien ce of the employe e	Date of Comme ncemen t of employ ment	The age of such employ ees (years) as on 31stMar ch 2024	The last employmen t held by such employee before joining the company	The % of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2)above
1 Saptarshi Ganguly	VicePreside nt (Govt. Project)	10,20,0 00	Perma nent	Diploma	01-09 2018	48	-	0
2 Soumitra Das	Vice Preside nt (Operati ons)	9,00,00 0	Perma nent	Graduate	19-03 2018	36	Synchroserv Global Solutions Pvt Ltd	0
3 Debasish Kundu	Vice Preside nt	8,16,00 0	Perma nent	Graduate	26-12 2012	39	-	0
4 Narendran ath Paul	General Manage r (Operati ons)	6,60,00 0	Perma nent	Graduate	21-10 2024	42	Nalanda Learning	0
5 Sunetra Mukherjee	General Manage r (HR)	6,60,00 0	Perma nent	BTech & Post Graduatio n in HRD	06-01 2025	41	Mindteck India	0
6 Pranamya Bhattachar ya	VP HR & MIS and EA to Director	6,36,00 0	Perma nent	Graduate	26-12 2012	37	Orion Edutech	0
7 Arpita Lahiri	Senior Manage r	6,02,40 0	Perma nent	Graduate	01-10 2024	39	Business	0
8 Rabindra Kumar Mohapatra	Senior Adminis trative Manage r	6,00,00 0	Perma nent	Graduate	07-09 2022	29	Jay Jagannath En terprises	0
9 Somnath Roychowd hury	General Manage r (Operati ons)	5,76,60 0	Perma nent	MBA	08-07 2025	40	Orion Edutech	0
10 Sandip Biswas	AVP Finance	5,52,00 0	Perma nent	M. Com	24-04 2014	55	Father Levlon School	0

h) The name of every employee, who:

1. ) Employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakh Rupees: NIL

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees per month: NIL

3. ) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

i- STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board from time to time to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at https://ascensiveeducare.com.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

i- CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

A. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not exceeding INR 25 Crore, as on the last day of the previous financial year;

B. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

4- PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - C with this report.

i- MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred Between the end of the Financial Year to which these Financial Statements relate and the date of the Report, except as stated below:

The Company has been awarded a work order from Tourism & Hospitality Skill Council "THSC" (Under the promotion of Entrepreneurship among SHGs through skilling in facility management), for providing training to 6016 candidates under Mission Shakti Scheme.

Following changes were occurred in the composition of board of directors and key managerial personnel:

Name of Sr. Director & KMP	PAN No	Date of Appointm ent	Nature of Change	Date of Change	Designation
Priyadarshini Dey	BCIPD3331A	31/12/202 0	Cessation	22/08/202 5	Non-Executive Independent Director
Soumya Ranjan Sahoo	DTBPS1449Q	31/12/202 0	Cessation	02/09/202 5	Non-Executive Independent Director
Akshat 3 Ketankumar Shah	CHWPS7548Q	02/09/202 5	Appointment	02/09/202 5	Non-Executive Independent Director
Ravi 4 Surendraku mar Arora	BLVPA0541D	02/09/202 5	Appointment	02/09/202 5	Non-Executive Independent Director
Soumya Ranjan Sahoo	DTBPS1449Q	03/09/202 5	Appointment	03/09/202 5	Non-Executive Director

4- ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the

Annual Return will be made available at the website of the Company at https://ascensiveeducare.com.

4- DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy -

The Company is engaged in education, training, and academic services, which are not energyintensive in nature. However, the Company emphasizes responsible energy use and has undertaken the following initiatives:

• the steps taken or impact on conservation of energy: Use of LED and energy-efficient lighting across offices and classrooms, along with regular maintenance of electrical systems.

• the capital investment on energy conservation equipments: Promotion of online classes and digital study materials, reducing dependence on printed materials and physical infrastructure.

• the steps taken by the company for utilising alternate sources of energy: Nil

Impact of Measures: These initiatives have enhanced operational efficiency and resulted in marginal reduction of energy consumption. As the operations are service-oriented, no significant capital investment has been made towards energy conservation during the year.

Technology absorption-s

- Efforts Made Towards Technology Absorption

The Company has adopted advanced Learning Management Systems (LMS) for content delivery, assessments, and performance tracking, alongside video-conferencing and interactive platforms for online and hybrid classes. Cloud-based storage systems have been integrated for secure and scalable access to academic resources, and IT infrastructure has been regularly upgraded with the latest teaching and collaboration tools.

- Benefits Derived

These initiatives have enhanced the learning experience, enabled wider outreach of educational services without physical expansion, improved academic and administrative efficiency, and facilitated real-time information flow between students, faculty, and management.

- Expenditure on R&D

The Company has not incurred significant expenditure on in-house R&D but continues to evaluate and adopt innovative teaching techniques and content development.

- Imported Technology

No technology was imported during the year under review.

"•SCENSIV*?

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Particulars	Current Year (2024-25) (in Rs.)	Previous Year (2023-24) (in Rs.)
C.I.F. Value of Imports	-	-
F.O.B. Value of Exports	-	-

4- SEXUAL HARASSMENT:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The summary of sexual harassment complaints during the financial year is as follows:

Particulars	(In Numbers)
Number of complaints of sexual harassment received	0
Number of complaints disposed of during the year	0
Number of cases pending for more than 90 days	0

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

4- MATERNITY BENEFIT:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Particulars	(In Numbers)
Number of women employees working	53
Number of women employees eligible for Maternity Benefit	2
Number of women employees who availed Maternity Benefit	2

4- CORPORATE SOCIAL RESPONSIBILITY fCSRI:

The provisions of section 135 of the companies act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

4- WEBSITE:

As per Regulation 46 of SEBI (LODR] Regulations, 2015, the Company is maintaining a functional website namely https://www.ascensiveeducare.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

4- COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II] issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10] of the Companies Act, 2013.

4- PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

4- INDUSTRIAL RELATIONS fHUMAN RESOURCESI:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

4- INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to compliance@aimetr.com.

4- SEBI COMPLAINTS REDRESS SYSTEM fSCORESI:

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs] by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

4- DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

There were no applications which are made by or against the company under the Insolvency and Bankruptcy Code, 2016 during the year.

4- OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

iACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.