Asia Capital Ltd Directors Report

Dear Members

Your directors have the pleasure in presenting the Fortieth Annual Report together with the audited accounts of the company for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2024 is summarized below: -

Particulars	(Rs. in thousands)
	FY 2023-24	FY 2022-23
Gross Income	5,445.44	4886.30
Profit Before Interest and Depreciation	2755.13	2615.45
Finance Charges	0	0
Gross Profit	2755.13	2615.45
Provisi?n for Depreciation	0.81	1.34
Net Profit Before Tax	2,754.32	2614.10
Provisi?n for Tax	708.278	657.99
Net Profit After Tax	2,046.046	1956.11
Proposed Dividend	-	-
Transfer to Special Reserve (RBI)	391.222	363.57
Paid-up Share Capital	30920	30920
Reserves and Surplus	17500.414	15454.37

FINANCIAL REVIEW

During the year under review, the total income of the Company was INR 54.45 lakhs as against INR 48.86 lakhs in the previous year. The Company was able to eam a profit after tax of INR lakhs 20.46 lakhs in the current Financial year as against a profit of INR 19.56 lakhs in the Financial year 2022-23. Your Directors are putting in their best efforts to improve the performance of the Company.

SHARE CAPITAL

During the year, there was no change in the Companys authorized, issued, subscribed and paid-up equity share capital.

? AUTHORIZED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2024 is Rs,

5.25.00. 000/- divided into 52,50,000 equity shares of Rs.10/- each.

? ISSUED AND PAID UP CAPITAL:

The Paid up Share Capital of the Company as on March 31, 2024 is Rs.

3.09.20.000, /- divided into 30,92,000 Equity shares having face valu? of Rs.10/- each fully paid.

During the year under review, the Company has not issued any shares with differential voting rights, neither granted any stock options ?or sweat equity.

There is no scheme in the Company to finance any employee to purchase shares of the company.

TRANSFER TO RESERVES & SURPLUS

Your company has transferred an amount of Rs. 391.222/- (P.Y. Rs. 363.571/-) for current year towards "Special Reserve Account" as required under the provisions of Section 29C of the NHB Act, 1987 read with Section 36 (1) (viii) of Income Tax Act, 1961 and the same has been shown under the head Special Reserve Account under Note No. 13 of Reserve and Surplus, as per the requirement under section 45-IC of the Reserve Bank of India Act, 1934.

i.e. 20% of Profit after Tax.

DEPOSITS

During the Financial year 2023-2024, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

• Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer of the Company resigned w.e.f. March 31, 2024

• Mr. Prateek Sharma was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2024.

• Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer of the Company resigned w.e.f. June 05, 2024.

Below are the details of the Statutory Auditor and Intemal Auditor of the Company:

STATUTORY AUDITOR	INTERNAL AUDITOR (w.e.f 27.05.2024)
M/s Shankarlal Jain & Associates LLP	Mr. Bhaskar Jha
Chartered Accountants	Fiat No.4077, Near Mewar University,
12, Engineer Building, 265,	Sector -4/C, Vasundhara,
Princess Street, Mumbai - 400002	Ghaziabad - 201012

There are no other material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31, 2024 and the date of this Directors Report i.e. August 02, 2024.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY (INCLUDING JOINT VENTURE)

SKC Investment Advisors Pvt. Ltd. is a holding company.

During the financial year 2023-24, no entity became or ceased to be a subsidiary, joint venture or associate of the Company. Accordingly, a statement containing the salient feature of the financial statement of a companys subsidiary or subsidiarles, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiarles of the Company has been provided on the website www.asiacapital.in,

CHANGE IN THE NATURE OF BUSINESS

There has been no major change in the nature of business of your Company during the financial year 2023-24. Further, since there is no subsidiary, joint venture and associate company, there is no question for mentioning change in the nature of business of such companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013, all the independent directors are non-rotational. The details of the familiarization programmes for Independent Directors are disclosed on the Companys website - www.asiacapital.in.

A. CHANGES IN DIRECTORS AND KMP

During the year under review, there are no changes in the Board.

The composition of the Board is in accordance with the provisions of the Act. As on March 31, 2024, following are the directors on the Board of the Company:

S.No. Directors ?ame	Designation
1. Mr. Santosh Suresh Choudhary	Managing Director
2. Mr. Manoj Kumar Jain	Executive Director
3. Mr. Akash Devendr? Ramola	Executive Director
4. Mr. S anj ay Raj garhi a	Independent Director
5. Dr. (Mrs.) Dipti Singh	Independent Director
6. Mr. Nirav Laxmichand Mamniya	Independent Director

None of the directors of the Company are disqualified as per the provisions of section 164(2) of the Act. The directors of the Company have made necessary disclosures, as required under various provisions of the Act.

B. KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key Managerial Personnel of your Company by the Board:-

As on 3 l^st March 2024, the Company had following KMPs:

S.No. Directors ?ame	Designation
1. Mr. Santosh Suresh Choudhary	Managing Director
2. Mr. Siddharth Bhikchand Bhansali*	Chief Financial Officer
3. Mr. Hanuman Govind Patel**	Company Secretary and Compliance Officer
4. Mr. Prateek Sharma***	Company Secretary and Compliance Officer

*Siddharth Bhikchand Bhansali resigned w.e.f June 05, 2024 ** Hanuman Govind Patel resigned w.e.f March 31, 2024 *** Mr. Prateek Sharma is appointed w.e.f. June 01, 2024

C. DIRECTOR LIABLE TO RETIRE BY ROTATION

Mr. Manoj Kumar Jain, Director of the Company is hable to retire by rotation in this Annual General Meeting as per the Section 152 (6) of the Companies Act, 2013 and being eligible to offer himself for re-appointment. The Directors have recommended his re-appointment.

The Board has laid down sep?rate Codes of Conduct for Directors and S?nior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013 which is available on the Companys website www.asiacapital.in, All

Board Members and S?nior Management personnel have affirmed compliance with the Code of Conduct. The Chairman of the Company has also conf?rmed and certified the same.

The certification as per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed at the end of the Report on Corporate Governance.

DE CL ARATION OF INDEPENDEN CE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also conf?rmed that they have complied with the Code for Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board of Directors of your Company are as below:

Meeting	No. of Meeting	Dates of Meeting
Board of Directors	Five (5)	01/2023-24	May 29, 2023
		02/2023-24	August 11, 2023
		03/2023-24	August 22, 2023
		04/2023-24	November 10, 2023
		05/2023-24	February 14, 2024

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decisi?n making, review of risk assessment and risk mitigation, review of Financial statements, business performance and contribution to the enhancement of brand image of the Company. The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the Section 178 of the Companies Act, 2013 read with the rules mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Policy ineludes criteria for determining positive attributes,

qualifications, independence of a director, Board diversity, remuneration and other matters provided u/s 178 (3).

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors, Key Managerial Personnel etc. and other matters is placed on the website of the Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

The present Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director)

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

AUDIT COMMITTEE RECOMMENDATIONS

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

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

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-I to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under the Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure-II to this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/ transactions entered into by the Company during the Financial year with the related parties were on arm lengths basis and in the ordinary course of business of the Company.

The details of material contracts required to be disclosed pursuant to Section 134(3) (h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in Annexure- III.

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a policy on related party transactions as approved by the Board and the same is available on the website of the Company: www.asiacapital.in.

Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on "Related Party Disclosures" specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Note 23 to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and security provided is exempted under the provisions of Section 186(11) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in is available on the website of the Company at https://www.asiacapital.in/annual- return.html.

AUDITORS

A. STATUTORY AUDITORS AND TTTETR REPORT

M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, the present statutory auditors of the Company shall hold office for a period of 5 years i.e. from the conclusi?n of the 36^th Annual General Meeting till the conclusi?n of the 41^st Annual General Meeting of the Company.

The Auditors Report for the financial year 2023-24, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

Further, no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mrs. Pranita Lakhani, Practicing Company Secretary had undertaken a secretarial audit of the Company for the Financial year 2023-24. The Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure-IV to this Report.

The Secretarial Auditors Report for the Financial year 2023-24, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

C. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal Controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss firom unauthorized use or disposition. The Company has an Intemal Control System, commensurate with the size, scale and complexity of its operations.

Pursuant to Section 138 of the Companies Act, 2013, Mr. Bhaskar Jha has been appointed as the Internal Auditor of the Company w.e.f. from May, 27 2024 for the F.Y. 2024-25-, The Intemal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organizadons governance processes.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks proactively and efficiently. Your Company periodically assesses risks in the internal and extemal environment. Your Company, through its risk management process, strives to contain the impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opini?n of the Board threaten the existence of the Company. The Risk Management Policy of the Company is available on the website of the Company.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vi gil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. A copy of the vigil mechanism policy is uploaded on the website of the company: www.asiacapital.in,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report are annexed as Annexure-V to this Report.

CORPORATE GOVERNANCE

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of Sub Regulation (2) of Regulation 46 and Para C, D and E Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company as the Companys paid-up equity share capital did not exceed Rs.10 Crores and net worth Rs. 25 Crores as on the last day of the previous financial year ended March 31, 2024.

However, as a matter of good governance, the Company has prepared Corporate Governance Report and annexed the same to the Directors Report.

Further: -

1. Report on Corporate Governance

2. Certif?cate on compliance of conditions of corporate governance as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

3. Certif?cate of Non-Disqualification of Directors (pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, s?nior management personnel, persons forming part of a promoter(s)/promoter group(s) and

such other designated employees of the Company, who are expected to have access to unpublished pnce sensitive information relating to the Company. The Directors, their relatives, s?nior management personnel, persons forming part of a promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can be accessed on the companys website-www.asiacapital.in.

? Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information

? Code of Conduct for Prevention of Insider Trading CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

GENERAL DISCLOSURES

Your Directors State that no disclosure or reporting is required in respect of following ?tems as there were no transactions and also the Company is not falling under the eligibility criteria prescribed by the following sections and rules made thereunder during the year under review:

1. The 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 fmancial year.

2. The 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in the future.

DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2015

There was no auction conducted by the Company during the fmancial year 2023-24 in respect of defaulters in any loan accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of the Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 your Company as at March 31, 2024 and of the profit and loss of the Company for the financial year ended March 31, 2024;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern basis;

e. proper internal financial Controls laid down by the Directors were followed by the Company and that such internal financial Controls are adequate and were operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited under script code 538777. The listing fee for the financial year 2023-24 has been paid to BSE Limited.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees.

Your Directors further State that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rederessal) Act, 2013

AFFIRMATION ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I & II issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The directors wish to thank the companys customers, vehicle manufacturers, vehicle dealers, channel partners, banks, mutual funds, rating agencies and shareholders for their continued support.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the Management and the employees of the Company.

	By the order of the Board
	For Asia Capital Limited
	Sd/
Place: Mumbai	Santosh Suresh Choudhary
Date: 02nd August 2024	Chairman & Managing Director
	DIN: 05245122