Ashika Credit Capital Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 31^st Annual Report along with the Audited Financial Statements of Ashika Credit Capital Limited ("Company") for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs Lacs)

Financial results for the year ended	31st March, 2024	31st March, 2023
Total Income	1854.74	1205.21
Profit/ (Loss) before tax	1276.14	794.37
Less: Tax Expenses	205.76	205.85
Profit / (Loss) for the year	1070.38	588.52
Other Comprehensive Income/ (Loss) for the year, net of Income Tax	1.89	1.59
Total Comprehensive Income	1072.27	590.11

2. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Financial Year 2023-2024 was a spectacular year for the Company; it had diverted its focus from lending to investment in securities market since last Financial Year 2022-2023 and had strongly justified its decision, which is reflected in its numbers. The Financial Year 2023-2024 has been stunning for the Stock market, since during the said Financial Year, it has generated an impressive performance. The Nifty 50 index delivered a substantial return of 29% in Financial Year 2023-2024. According to the data shared by the National Stock Exchange (NSE), the growth of the Indian markets has marked the eighth consecutive year of positive returns.

Your company is engaged in Investing activities i.e. Investment and speculation of shares & securities. It has shown tremendous growth in terms of revenue from operations and Profit before Tax with an increase of 73.48% and 60.65% respectively, in Financial Year 2023-2024 as compared to Financial Year 2022- 2023. During the year under review, the major revenue is arrived from Income from Investments amounting to 1703.87/- ( in Lacs). The increase in finance cost is backed by increased investment in securities. As on 31^st March, 2024, the company had invested nearly 1.5 times of net worth in Shares & securities. Since the focus of company has shifted from Loan book to Investment book, its revenue also shifted from Interest income to Profit on sale of securities, showing Interest income only to 110.02/- ( in Lacs) as on 31^st March, 2024. The Profit for the year has jumped to 81.90% as compared to Financial Year 2022-2023. The Earnings per Share (EPS) as on 31^st March, 2024 stood to 9.01.

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the Financial Year 2023-2024. Your Company is engaged in one segment i.e. financial services - Financing and Investment activities.

4. DIVIDEND:

The Company has earned profits during the year under review and the said profits shall be ploughed back in the Company. Board of Directors has decided not to recommend any Dividend for the Financial Year ended 31^st March, 2024.

5. CHANGES IN SHARE CAPITAL:

The Authorized Share Capital of your Company as on 31^st March, 2024 stood at 2025.00 Lacs divided into 2,02,50,000 Equity Shares of 10/- each. The Issued & Subscribed Share Capital of your Company is 1188.62/- Lacs divided into 1,18,86,174 equity shares of 10/- each and the Paid-up Share Capital is 1188.00 Lacs divided into 1,18,80,000 equity shares of 10/- each, fully paid-up.

During the year under review, the Company has not issued any shares including shares with differential voting rights. The Company has neither issued employee stock options or sweat equity shares nor has any scheme to fund its employees to purchase the shares of the Company.

6. TRANSFER TO RESERVE:

Your Company proposes to transfer 214.08 Lacs to Statutory Reserves u/s 45 IC of RBI Act, 1934 for the Financial Year ended 31^st March, 2024.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS APPOINTMENT

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 ("the Act") and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") with an optimum combination of Executive,

Non-Executive and Independent Directors including a Women Director. The Board of the Company has 7 (Seven) Directors as on 31^st March, 2024. The details of the Directors of the Company have been provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, Mr. Ajay Pratapray Shanghavi (DIN: 00084653) and Mr. Tapan Sodani (DIN: 01921743) were appointed as Independent Directors of the Company, for a term of Two (2) consecutive years and One (1) year respectively, w.e.f 1^st September, 2023 as approved by shareholders at the 30^th Annual General Meeting of the Company held on 16^th Day of September 2023. Your Company has duly received, within the requisite time period, individual notices from Members pursuant to Section 160 of the Companies Act, 2013, signifying their intention to propose the candidatures of Mr. Ajay Pratapray Shanghavi (DIN: 00084653) and Mr. Tapan Sodani (DIN: 01921743), for the office of Director. As Independent Directors, they are not liable to retire by rotation.

CESSATION

During the year under review, Ms. Suparna Sengupta (DIN: 07689952) and Mr. Sagar Jain (DIN: 00392422) ceased to be Independent Directors of the Company pursuant to completion of their second term of office w.e.f. closure of business hours of 13^th February, 2024 and 31^st March, 2024, respectively. The Board placed on record its deepest gratitude and appreciation for the valuable services rendered by both the outgoing Directors.

There were no other changes in the composition of Board of Directors during the year under review.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of your Company, Mr. Daulat Jain, Managing Director & CEO (DIN: 00040088) will retire by rotation at the ensuing AGM and being eligible, offers himself for re-election. Your Board has recommended his re-election. This shall not constitute a break in the office of Mr. Daulat Jain as the Managing Director & CEO of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards- 2 ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI"), a brief resume / details relating to the director liable to retire by rotation is furnished in the Notice of the ensuing AGM of the Company.

INDEPENDENT DIRECTORS

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed 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 the Act and the Companys Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, strategy, auditing, tax and risk advisory services, investments; and they hold the highest standards of integrity.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs ("IICA") and have successfully completed the online proficiency self-assessment test conducted by IICA within the prescribed time period, unless they meet the criteria specified for exemption.

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this Report.

FAMILIARIZATION PROGRAMME

Over the years, the Company has developed a robust familiarisation process for the newly appointed Directors to get them accustomed to their respective roles and responsibilities. The process has been aligned with the requirements under the Act and the Listing Regulations. The Company has formulated a policy on Familiarisation Programme for Independent Directors. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which explains the role, functions, duties and responsibilities expected as a Director of the Company. Further, the Company also familiarizes the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis, presentations are regularly made to the Independent Directors on various matters inter-alia, covering the business strategies, management structure, quarterly and annual results, budgets, review of Internal Audit, risk management framework and so on.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. Details of the familiarisation programme are explained in the Report on Corporate Governance and are also available on the Companys website and can be accessed at https://ashikagroup.com/pdf/familiarization_programme/ familiarisation-programme-2023-2024.pdf

KEY MANGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof, the following are the Whole-Time Key Managerial Personnel (KMPs) in accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 -

Mr. Pawan Jain- Executive Chairman

Mr. Daulat Jain- Managing Director and Chief Executive Officer (CEO)

Mr. Gaurav Jain- Chief Financial Officer (CFO)

Ms. Anju Mundhra- Company Secretary and Compliance Officer (CS & CO)

8. MEETINGS OF THE BOARD:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

The Board met Four (4) times during the year under review. The intervening gap between the two meetings did not exceed, at any time, the prescribed period of 120 days. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

Board meetings during Financial Year 2023-2024 were held on 29^th May, 2023, 8^th August, 2023, 7^th November, 2023 and 3^rd February, 2024. Details of Board composition and Board Meetings held during the Financial Year 2023-2024 have been provided in the Corporate Governance Report which forms part of this Annual Report.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the Financial Year ended 31^st March, 2024, is available on the website of the Company at the link: https://ashikagroup.com/pdf/annual_ return/1716270781.pdf

10. BOARD COMMITTEES:

The Company has constituted/reconstituted various Board- level committees in accordance with the requirements of the Companies Act, 2013 and Listing Regulations. The Board has the following committees as under:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee.

In addition of the above, the Board has constituted other committees as per RBI Regulations and other internal committees for the ease of carrying on business.

The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.

NOMINATION & REMUNERATION POLICY

The Company has in place, a policy for remuneration of Directors, Key Managerial Personnel as well as a well-defined criterion for the selection of candidates for appointment to the aforesaid positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees) and Key Managerial Personnel.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board while selecting candidates. The Nomination & Remuneration Policy can be accessed on the website of the Company and is uploaded at the link https://ashikagroup.com/ pdf/policies/Nomination&Remuneration-Policy-01.06.2023. pdf

11. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder, Regulation 17(10) of the Listing Regulations and the Guidance Note on Board evaluation issued by SEBI vide its circular dated 5^th January, 2017, relevant Guidance Note on Board Evaluation process issued by Institute of Company Secretaries of India (ICSI), the Company has framed a policy for evaluating the annual performance of Board, Individual Directors (including Managing Director/ Executive Director, Chairperson and Independent Director of the Company), Committees of the Board, Self Evaluation of Individual directors, excluding the director being evaluated and Peer-to-Peer Evaluation. The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the policy. The evaluation parameters and the process have been explained in detail in the Corporate Governance report.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosure in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report and has been appended as Annexure I to the Boards Report.

Pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee other than Executive Chairman has been paid remuneration of more than 1.02 Crores per annum. Also, there are employees drawing remuneration more than the Managing Director but none of the employees except the Executive Chairman and Managing Director & CEO holds more than 2% of Equity Shares of the Company, in capacity as Karta of HUF and as an Individual, respectively. The Statement pursuant to Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure I to the Boards Report.

In terms of the proviso to Section 136(1) of the Act, the report is being sent to all members, excluding the statement with respect to employees employed throughout the year and employees employed for part of the year who were in receipt of remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement is available for inspection in physical mode at the Registered Office by any member on request. Shareholders can inspect the same up to the date of AGM, by sending requisition to the Company at secretarial? ashikagroup.com. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer in this regard.

13. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review. Hence, disclosure regarding the same is not applicable to the Company under the Companies Act, 2013.

14. AUDITORS STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act read with the Rules made thereunder, the Members at the Twenty- Eighth (28^th) AGM of the Company held on 18^th September, 2021, had appointed M/s DMKH & Co, Chartered Accountants, having Firm Registration Number 116886W, as the Statutory Auditors of the Company to hold office for a continuous term of 3 years from conclusion of the 28^th Annual General Meeting held in the year 2021 till the conclusion of 31^st Annual General Meeting to be held in the year 2024. The term of office of M/s DMKH & Co, as Statutory Auditors of the Company will conclude at the forthcoming AGM of the Company.

The Board of Directors of the Company at its Meeting held on 13^th May, 2024 proposed the appointment of M/s DHC & Co., Chartered Accountants (ICAI Firm Registration Number 103525W), having their Office at 42, Free Press House, 215 Nariman Point, Mumbai- 400019, as the Statutory Auditors of the Company, for a consecutive period of three (3) years, to hold office from the conclusion of the 31^st AGM, to be held in the year 2024 till the conclusion of the 34^th AGM, to be held in the year 2027 as per recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing AGM of the Company.

In lieu of the above, Company has received consent letter for the said appointment along with the Certificate stating that the Statutory Auditors satisfy the criteria as provided u/s 141 of Companies Act 2013 w.r.t. their eligibility, qualification and disqualifications to act as Statutory Auditors of the company, along with a copy of the valid Peer Review Certificate.

M/s. DMKH & Co, Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the Financial Year ended 31^st March, 2024. The Notes on the Financials Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates, Practicing Company Secretaries as its Secretarial Auditors to undertake the Secretarial Audit for Financial Year 2023-2024. The Secretarial Audit Report certified by the Secretarial Auditors, in the specified Form MR-3 is annexed herewith and forms part of this Report (Annexure II). The secretarial audit report does not contain any qualifications, reservations or adverse remarks. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, as amended from time to time, the Company has framed a Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc. The Audit committee oversees the functioning of this policy. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information. No person is denied access to the Chairman of the Audit Committee.

The said policy is available on the website of the Company www.ashikagroup.com and can be accessed at the link https://ashikagroup.com/pdf/policies/ACCL-2022-03-Vigil- Mechanism-Policy.pdf

Further, no complaints were reported under the Vigil Mechanism during the year under review.

16. RISK MANAGEMENT FRAMEWORK:

Risk is an integral and unavoidable component of business. Though risks cannot be eliminated, an effective risk management program ensures that risks are reduced, avoided, mitigated or shared. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the business and functions, if any, are systematically addressed through mitigating actions on a continuing basis.

The Company has constituted a Risk Management Committee (RMC) in terms of Scale Based Regulation Regulatory Framework for NBFCs introduced by RBI dated 22^nd October, 2021. Further, in line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company also has an Asset Liability Committee, which meets as and when required, to review the risk tolerance/limits set by board and company adheres to the same and further looks into the implementation of liquidity risk management strategy.

A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified risks, evaluating effectiveness of existing controls and building additional controls to mitigate risks and monitoring the residual risks. In the opinion of the Board, there are no material elements of risks threatening the existence of the Company.

The detailed section on key business risks and their mitigation strategies forms part of Management Discussion and Analysis Section in the Report on Corporate Governance, which forms part of Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility forms an integral part of your Companys business activities. The Company carries out its corporate social responsibility initiatives not just in letter but also in spirit. In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and in light of your Companys philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy which lays down the principles and mechanism for undertaking various projects / programs as part of Companys CSR activities.

The Company spent 35.00 Lacs on CSR activities during the year under review as against obligation of 10.57 Lacs, to a registered Section 8 Company. The CSR contribution made are in compliance with Companys CSR policy read with Schedule VII and Annual Action Plan for Financial Year 2023-2024. There has been an excess spend of 24.43 Lacs during the year under review which is carried forward and available for set off in the succeeding Financial Years.

Details of the composition of the CSR Committee and brief details of the CSR Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (the Act) and the Rules framed there-under, is annexed to this report (Annexure III).

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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31^st March 2024, being the end of the Financial Year of the Company to which financial statements relate and the date of this report.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board of Directors of your company have adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

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

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013

The Company, being an NBFC registered with the RBI and engaged in the business of making investment in securities and giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 ("Act") with respect to Loans & Investments. Accordingly, the disclosures of the Loans & Investments given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during the financial year 2023-2024 are furnished in notes to the standalone financial statements of the Company.

22. DEPOSITS:

Your company being a non- deposit taking NBFC, has not accepted any deposit from public pursuant to the provisions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016.

23. PARTICULARS OF CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

The Company has in place a Policy on Related Party Transactions and the same can be accessed on the Companys website at its web-link https://ashikagroup.com/ pdf/policies/ACCL-2022-03-Related-Party-T ransaction- Policy-wef-01.04.2022.pdf and the same is in line with the requirements of the Act and the SEBI Listing Regulations. All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business; the particulars of such transactions are disclosed in the notes to the financial statements.

Disclosures of related party transactions of the Company with the promoter/promoter group which holds 10% or more shareholding in the Company, if any, is given in notes to the standalone financial statements.

All the related party transactions that were entered into during the year were on an arms length basis and in ordinary course of business. Further, there are no transactions to be reported under Section 188 (1) of the Act. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

24. CORPORATE GOVERNANCE REPORT:

As required by Regulation 34 of the Listing Regulations, a detailed Report on Corporate Governance is included in the Annual Report. M/s. MR & Associates, Practicing Company Secretaries, have certified your Companys compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

The group sexual harassment policy is uploaded on the website of the company at www.ashikagroup.com at the given link at https://ashikagroup.com/pdf/policies/ACCL-2022-03-Group-Policy-on-Sexual-Harassment.pdf

26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors affirms that the Company has duly complied with the applicable Secretarial Standards (SS) relating to Meetings of the Board (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India which have mandatory application during the year under review.

27. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2023-2024. Hence the said clause is not applicable to the Company with respect to its nature of business.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Your Company has no activity relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated in Rule 8(3) of Companies (Accounts) Rules, 2014. Hence, the requirements pertaining to disclosure of particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as prescribed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

30. 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

During the financial year under review, the Company has not taken loans from any Bank and further, there stood no instance of onetime settlement with any Financial Institution.

31. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that—

a) In the preparation of the annual accounts for the financial year ended on 31^st March, 2024 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 as at 31^st March, 2024 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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

32. ACKNOWLEDGEMENTS:

The Directors would like to record their appreciation of the hard work and commitment of the employees and acknowledges the excellent support and co-operation received from exchanges, shareholders, bankers. Regulators and other stakeholders and place on record their sincere appreciation to its employees for their continued co- operation in realisation of the corporate goals in the years ahead.

	For and on behalf of the Board of Directors
	(Pawan Jain)	(Daulat Jain)
Place: Kolkata	Executive Chairman	Managing Director & CEO
Date: 13.05.2024	DIN: 00038076	DIN: 00040088