Ashirwad Capital Ltd Directors Report

To,

The Members,

Your directors present the 39th Annual Report on the business and operations of the Company along with the Audited Financial Statements for 2024-25.

1. FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the standalone financial statements of the Company.

(Rs. In Lakhs)

Sr. No. Particulars	Year ended 31.03.2025	Year ended 31.03.2024
1. Revenue from operations	103.37	164.09
2. Other Income	19.88	23.55
3. Total revenue	123.25	187.64
4. Total Expenditure
i) Employee benefit Expenses	2.17	1.45
ii) Finance Cost	8.18	-
iii) Depreciation and amortisation expense	0.70	0.71
iv) Contingent Provision against
Standard Assets	(0.62)	0.69
v) Other Expenditure	14.63	11.61
Total	25.06	14.46
5. Profit BeforeTax (3-4)	98.19	173.18
6. Provision for taxation
i) Current Tax	13.42	18.35
ii) Deferred Tax	0.47	(0.23)
iii) Earlier years Tax	-	0.23
7. Profit After Tax	84.30	154.83
8. Balance carried from previous year	19.48	15.62
9. Amount Available for Appropriation	103.78	170.45
10. Appropriations:
Dividend	-	-
Provision/ Reversal of Dividend	-	-
Distribution Tax	-	-
Transferred to Statutory Reserve	(16.87)	(30.97)
Transferred to General Reserve	(50.00)	(120.00)
11. Balance carried to Balance Sheet	36.91	19.48
12. Basic and Diluted EPS	0.09	0.17

2. DIVIDEND:

In view of the limited profits of the Company, your directors do not recommend dividend for the financial year ending on March 31, 2025.

3. RESERVES:

As required under Section 45-IC of the Reserve Bank of India Act, 1934, 20% of the net profits are required to be transferred to a Special Reserve Account. Therefore, an amount of Rs. 16.87 Lakhs, which is equal to 20% of the net profits, has been transferred to the said Reserve.

4. OPERATIONS:

During the period under review, the Revenue from Operation of the Company was Rs. 103.37 Lakhs as Compared to Rs 164.09 Lakhs in previous year.

The Company has earned the Net Profit of Rs. 84.30 Lakhs (Previous Year Net Profit: Rs. 154.83 Lakhs). The performance for the coming years is expected to improve upon if right macroeconomic indicators are achieved in future.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this

Report.

6. SHARE CAPITAL AND ANY CHANGES THEREOF:

During the year, the Company had issued Bonus shares the details of which are given as follows:

Date of Issue of Bonus Shares: June 14, 2024 Date of allotment of Bonus Shares: June 27, 2024

Ratio: 1:2 [ One Equity Share for every 2 Equity Shares Fully Paid]

The paid-up equity share capital as on 31 March, 2024 was 6 crore however pursuant to bonus issue during the year under review the paid-up capital of the Company as on 31 March 2025, is 9 crore.

7. DETAILS WITH RESPECT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 read with

IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("the IEPF rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of

IEPF Authority. a) Following are the details of the transfer to the IEPF made during the year as mentioned below: i) During the year, your Company has transferred the unpaid and unclaimed dividend amounting to Rs. 34642.20/- and 184383 shares pertaining to the financial year 2016 17 to the IEPF

Authority. ii) Sale proceeds of fractional shares arising out of issuance of bonus shares: - Rs. 6205/- b) details of the resultant benefits arising out of shares already transferred to the IEPF: During the year, the Company transferred shares to the IEPF

Authority in respect of bonus shares allotted on shares that had already been transferred to the IEPF, corresponding to the following years:

Year	No. of Shares
2009-10	112804
2011-12	16110
2012-13	6970
2013-14	19943
2014-15	9871
Bonus Shares allotted in 2023-24	82846

c) amount of unpaid/unclaimed dividend lying in the unpaid account and the corresponding shares as on March 31, 2025:

Year	No. of Shares	Amount of Unclaimed Dividend	Date of Declaration of Dividend	Due date for transfer to IEPF
2017-18	667321	66732.10	28-09-2018	03-11-2025
2018-19	567551	56755.10	28-09-2019	03-11-2026

8. DIRECTORS OR KEY MANAGERIAL PERSONNELS: The changes during the financial year 2024-2025 are as follows:

Name of Director	DIN/PAN	Date	Nature of Change
Mr. Harsh Agarwal	07771998	May 10, 2024	Appointment as Additional Independent Director
Mr. Harsh Agarwal	07771998	June 14, 2024	Regularization as Independent Director
Mr. Rahul Gupta	00354436	March 20, 2025	Appointment as Additional Independent Director
Mr. Sanjiv Rungta	00381643	July 24, 2024	Cessation upon completion of term as Independent Director
Mr. Rakesh Garodia	00354436	March 19, 2025	Cessation upon completion of term as Independent Director

and the Articles of Association of the Company, Mr. Rajesh Ramprasad Poddar (DIN: 00164011) and Mrs. Shilpa Dinesh Poddar (DIN: 00164141), Directors, are retiring by rotation at the forthcoming Annual General Meeting ("AGM"). Being eligible, they offer themselves for re-appointment. The Board recommends their re-appointment for the approval of the Members at the ensuing AGM, and the relevant details are included in the Notice convening the AGM.

Further, Mr. Dinesh Ramprasad Poddar (DIN: 00164182) was re-appointed as Managing Director of the Company for a term of five years, effective September 01, 2024, in the AGM held on June 14, 2024.

The Board of Directors, at its meeting held on March 12, 2025, appointed Mr. Rahul Gupta (DIN: 00354436) as an Additional Independent Director, to hold office until the ensuing AGM. His appointment for a term of five years has been recommended for members approval. Mr. Gupta possesses extensive expertise in Business Management, and meets the independence criteria under Section 149(6) of the Companies Act, 2013 and SEBI LODR

Regulations. His induction is expected to bring valuable perspective and strengthen Board oversight.

Mr. Madhusudhan Lohia, Independent Director of the Company, was reappointed for a second term of five (5) years as an Independent Director at the Board meeting held on July 25, 2025, effective from July 29, 2025.

Mr. Lohia has shown strong integrity, independence, and active engagement in Board and Committee meetings. His expertise in financial services, compliance, and risk management has enhanced Board effectiveness. Based on performance evaluation and the Nomination and Remuneration Committees recommendation, the Board recommends his re-appointment for members approval.

The brief profiles of the Directors proposed to be appointed or re-appointed have been provided in the AGM Notice.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149 (6) and Schedule IV of the

Companies Act, 2013 and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors hold high standards of integrity, expertise and experience.

10. NUMBER OF MEETINGS DURING THE YEAR UNDER REVIEW:

Sr. No.	Particulars	No. of meetings
1.	Board Meeting	Ten
2.	Audit Committee Meeting	Four
3.	Independent Directors Meeting	One
4.	Nomination and Remuneration Committee Meeting	Two
5.	Stakeholders Relationship Committee Meeting	One

11. NOMINATION AND REMUNERATION POLICY:

The Board of directors has framed a nomination and remuneration policy that lays down a framework in relation to the remuneration of directors, key managerial personnel, and senior management of the company.

The said policy is also uploaded on the website of the Company; i.e., www. ashirwadcapital.co.in

The policy provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Companys business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender. The Nomination and Remuneration Policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high caliber talent.

12. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations,

2015, Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors

("Performance Evaluation"), the Board has carried out an annual evaluation of its own performance and working of its committees for the FY 2024-25.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

13. PARTICULARS OF EMPLOYEES: a) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV and forms an integral part of this report. b) Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There are no employees drawing remuneration exceeding Rupees One

Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of 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.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, hereby States 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 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 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; and 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.

15. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financialcontrols commensurate with the size, ofkeyresponsibilities, adequacyofCommittee scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

16. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

17. PUBLIC DEPOSITS:

Disclosure Regarding details relating to deposits covered under Chapter V of the act is not applicable since our company is a Non-Banking Financial Company regulated by Reserve Bank of India and it continues to be a non-deposit taking Non-Banking Financial Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company, being a Non-Banking Financial Company (NBFC), whose principal business is the provision of loans, guarantees, or security in connection with any loan, or the acquisition of shares and securities, is exempt from the applicability of Section 186 of the Companies Act, 2013, in accordance with the provisions of sub-section (11) of the said section. The details of the investments and loans made by the Company during the financial year are disclosed in the notes to the financial statements, which are self-explanatory and form an integral part of this Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the

Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as

Annexure – I.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of "Corporate Social Responsibility" (CSR), therefore, theforthemaintenance Company has neither formed any CSR committee nor any policy thereof.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable on your Company and hence have not been provided. The Company has neither incurred any expenditure nor earned any income in foreign exchange during the Financial Year 2024-25.

22. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify; monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee. During the FY 2024-25, no cases under this mechanism were reported to the Company.

Whistle Blower Policy has been posted on the website of the Company at www.ashirwadcapital.co.in

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There are no significant

Courts or Tribunals which would impact the going concern status of your Company and its future operations.

25. STATUTORY AUDITORS:

At the Annual General Meeting held on June 09, 2023, M/s. Sanjay Raja Jain

& Co., Chartered Accountants, (FRN 120132W), Mumbai, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2028.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT: The report given by the auditors on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

27. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries, have been appointed to conduct Secretarial Audit for the FY 2024-25. The report of the Secretarial Auditors is enclosed as Annexure -II to this report.

The report is self-explanatory. However, Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

28. SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

29. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of Annual Return as at March 31, 2025 on its website at www.ashirwadcapital.co.in.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report, which forms an integral part of this Report, is enclosed as Annexure III to this report.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013: The Prevention of Sexual Harassment (POSH) at workplace Act is applicable to every workplace, establishment, company or organization employing 10 or more employees (full time, part time, interns or consultants included) irrespective of its location or nature of industry.

Your Company has only 1 permanent employee on roll of the company, the obligation of Company under the Sexual Harassment of Women at Workplace (Prevention and Redressal) Act, 2013, to constitute an Internal Complaints Committee and to formulate Posh Policy is not applicable.

32. COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee as required under section 177(8) of the

Companies Act, 2013 is as follows:

1.	*Mr. Harsh Agarwal or material orders passed	- by the Chairman Regulators or
2.	Mr. Madhusudan Lohia	- Member
3.	Mr. Rajesh Ramprasad Poddar	- Member

*Mr. Harsh Agarwal was appointed as Chairman of the Audit Committee following the cessation of Mr. Sanjiv Rungta as an Independent Director, through a resolution passed by the Board on July 24, 2024.

33. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board has evaluated the qualifications, experience, and skills of the independent directors appointed during the year and is of the opinion that they possess the necessary integrity, expertise and experience to provide independent judgement and oversight. The Board believes that their appointment will enhance the overall effectiveness of the Board and support the Companys strategic objectives.

34. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the Financial year 2024-25 to BSE Ltd. where the Companys Shares are listed.

35. OTHER DISCLOSURE: a) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act. b) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review. c) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. d) Company has not issued equity shares with differential rights as to dividend, voting or otherwise during the year under review. e) Company has not issued any sweat equity shares and shares under

ESOP Scheme.

36. RBI GUIDELINES:

The Company continues to comply with the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 for NBFC-BL within the specified timelines and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There were no such shares unclaimed in the year under review and does not have shares in the demat suspense account.

38. ACKNOWLEDGEMENT:

We record our gratitude to the Reserve Bank of India, our Bankers and other Authorities for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office:	By Order of the Board
303, Tantia Jogani Industrial Estate,	Ashirwad Capital Limited
J. R. Boricha Marg, Lower Parel,
Mumbai - 400011.	Sd/-
	Dinesh Ramprasad Poddar
Date: August 20, 2025	Chairman & Managing Director
Place: Mumbai	DIN: 00164182