Your Directors take pleasure in presenting the Forty-Second Annual Report of your Company together withAudited Financial Statements for the year ended on March 31, 2025.
Your Company's performance during the financial year under review is summarized below:
Particulars
Standalone
Consolidated
March 31,2025
March 31,2024
Total Income - Continuing Operations
1,329
9,123
1,360
Profit / (Loss) before Finance Costs,Depreciation and Amortization Expenses,Exceptional Items and Tax Expenses
734
7,353
719
Less: Finance Costs
680
365
Profit/(Loss) before Depreciation andAmortization Expenses, ExceptionalItems and Tax Expenses
54
6988
39
6,988
Less: Depreciation and Amortization
66
78
Profit / (Loss) before Exceptional Itemsand Tax Expenses
(12)
6,910
(27)
Add/ (Less) Exceptional Items - Income /(Expenses)
-
Profit/(loss) before Tax Expenses
Less: Tax Expenses
(6)
3
Profit/(loss) after Tax - ContinuingOperations
6,904
(24)
Profit/(Loss) from Discontinuedoperations before tax
(227)
(763)
Exceptional Items from Discontinuedoperations
(3,134)
Deferred Tax Assets/(Liabilities) ofDiscontinued operations
1,486
3,500
1,485
Profit/(Loss) from Discontinuedoperations after tax
(1,876)
2,737
Profit/(Loss) after Tax
(1,888)
9,641
(1,900)
Other Comprehensive Income (Net of Tax)
70
17
Total Comprehensive Income
(1,818)
9,658
(1,830)
Your Directors do not recommend any dividend on the equity shares and preference shares for thefinancial year ended March 31, 2025.
During the financial year under review, no amount has been transferred to any reserve.
The overall performance of the Company has declined during the year under review, with reportedloss of J 1,888 lacs compared to profit of J 9,641 lacs in the previous year. The amount of reportedprofitability is after considering lower positive impact of J 1,486 lacs on account of deferred tax assetfor the year under review, which was much higher at J 3,500 lacs in the previous year due to firsttime recognition thereof.
Operational profitability declined due to lower revenue of Real Estate business and adverse impactof bearish and volatile stock markets on profitability of Investment Division.
The bottomline was also affected significantly upon closure of the cotton textile operations of theCompany during the year, including non-recurring items relating to it.
The Division has two ongoing projects: “Swan Lake”, a plotted development project and “TheSovereign”, a luxurious high-rise residential apartment project. There is consistent progress inconstruction and development work for the projects. The Division booked revenue of J 526 lacsduring the year.
Performance of the Division was affected due to significant decline in the stock market during theyear. However, over a longer time-frame, the division has outperformed the benchmark indices. TheXIRR for the investments of the Company since inception was at 27%, compared to XIRR of variousbenchmark indices ranging from 11% to 13%. For the year, it was at 3% compared to benchmarkreturns of 5%.
The investment portfolio of the Company was moved to its wholly owned subsidiary, Ashima CapitalManagement Limited (“ACML”), in February 2025 upon ACML having got PMS licence from SEBI.The performance of the portfolio is being rep orted on continuing basis after the transition, sinceACML is also managed by Mr. Krishnachintan Parikh, Executive Director of the Company, who hasbeen managing Investment Division of the Company since its inception. He is the Principal Officerof ACML as per SEBI regulations.
The Consolidated financials of the Company which include financials of Ashima Capital ManagementLimited (“ACML”), a wholly owned subsidiary, are presented for the year under review. ACML wasincorporated in May 2024, so this is its first financial year. As per consolidated financials, there isa loss of J 1,900 lacs compared to loss of J 1,888 lacs on standalone basis. ACML has made a smallloss in its first year on account of set up expenses and as it earned revenues only from February2025 upon commencing its operations after getting SEBI license.
A detailed discussion on performance and outlook appears as part of Management Discussion andAnalysis Report attached to this report.
There are no material changes and commitments, affecting the financial position of the Companywhich has occurred between the end of financial year and the date of this Board's Report.
The Company has formed a Wholly Owned Subsidiary Company (‘WOS') in the name of 'ASHIMACAPITAL MANAGEMENT LIMITED' (CIN: U66309GJ2024PLC151485) on May 14, 2024. The Boardof Directors also reviewed the affairs of the wholly owned subsidiary company. In accordance withthe provisions of Section 129(3) of the Companies Act, 2013, we have prepared ConsolidatedFinancial Statements of the Company and its Subsidiary, which forms part of this Annual Report.
Further, a statement containing the salient features of the financial statements of our SubsidiaryCompanies is in the prescribed format AOC-1 is appended as Annexure-5 to the Board's report.
The Company does not have any Joint Venture (JV) or Associate Company as on March 31, 2025.
The Company has not accepted any deposits within the meaning of Section 73 of the CompaniesAct, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid orunclaimed deposits as on March 31, 2025.
Pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies(Accounts) Rules, 2014, information on conservation of energy, technology absorption and foreignexchange earnings and outgo forms part of this Report and is annexed at Annexure-1.
The Company has framed and adopted a “Risk Management Policy” to identify, monitor, minimizeand mitigate risks and determine the responses to various risks to minimize their adverse impact onthe organization. The Company is exposed to various financial risks viz. credit risk, liquidity risk,interest rate risk etc. The management oversees the risk management framework and the AuditCommittee evaluates internal financial controls and risk management systems. However, the detailsof risk management objectives and policies made by the Company under the said provision is givenin the notes to the Financial Statements. In the opinion of Board, there are no risk which maythreaten the existence of the Company. The Risk Management Policy is available on the website ofthe Company and weblink of the same is https://ashima.in/wp-content/uploads/2018/08/Risk-Management-Policy.pdf.
In terms of requirements of Section 135(1) of the Companies Act, 2013, the Board of Directors atits meeting held on August 8, 2024 has reconstituted the Corporate Social Responsibility (CSR)Committee. The CSR Committee consists of 3 (Three) Directors viz., Mr. Chintan N. Parikh - Chairman,Mr. Nilesh Mehta and Mrs. Koushlya Melwani, non-executive Independent Directors, members of theCommittee as on March 31, 2025.
During the Financial Year, the CSR Committee met on February 13, 2025 for consideration, reviewand recommendation to the Board of Directors of the Company for CSR expenditure. The Committeehas noted that no amount was required to be spent towards CSR expenditure for the Financial Year2024-25 in terms of Section 135(5) of the Companies Act, 2013. CSR Policy is available on thewebsite of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2023/04/CSR-Policy.pdf
The Company closed its cotton textile operations during the year.
During the Financial Year under review, the Company has made investments. However, there wereno loans or advances granted or guarantees given or security provided under Section 186 of theCompanies Act, 2013 during the Financial Year. The details of investments made as on March 31,2025 are given in the Notes to the Financial Statements forming part of the Annual Report.
The Consolidated Financial Statements of the Company prepared in accordance with IndianAccounting Standards (Ind AS) 110, issued by the Ministry of Corporate Affairs, forms part of thisAnnual Report.
All the transactions with Related Parties are placed before the Audit Committee for its approval. Astatement containing details of all Related Party Transactions is placed before the Audit Committeeand the Board of Directors for review on a quarterly basis and for prior approval whenever there isa requirement for such approvals. The omnibus approval of the Audit Committee is obtained on ayearly basis for the transactions which are of a foreseeable and repetitive nature. The transactionsentered pursuant to omnibus approval are placed before Audit Committee and Board of Directors ona quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of theCompany and weblink of the same is https://ashima.in/wp-content/uploads/2025/02/Policy-on-Related-Party-T ransaction.pdf
During the year under review, all the related party transactions entered pursuant to Section 188 ofthe Companies Act, 2013 were in the ordinary course of business and on an arm's length basis andhence disclosure in Form AOC-2 is not required and there were no materially significant transactionswith any of the related parties that may have potential conflict with the interest of the Company atlarge.
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed apolicy for appointment of Directors, Key Managerial Personnel and Senior Management and theirremuneration. The same is available on Company's website and weblink of the same ishttps://ashima.in/wp-content/uploads/2025/02/Nomination-and-Remuneration-Policy.pdf
The Nomination and Remuneration Committee has laid down the manner in which formal evaluationof the performance of the Board, its Committees and individual Directors has to be made, which isbroadly in compliance with the Guidance Note on Board Evaluation issued by SEBI vide its CircularNo. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.
Pursuant to the provisions of Section 178 of Companies Act, 2013 read with Regulation 17 and 19of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Nominationand Remuneration Committee has carried out annual performance evaluation of Board of Directors,Committees of the Board and the individual directors for the year under review.
Further, pursuant to the provisions of Section 178 read with Schedule IV of the Companies Act, 2013and Regulation 17(10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,2015, the Board of Directors have carried out the evaluation of the Independent Directors andfulfillment of the independence criteria of the Independent Directors as specified under Section149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015, for the year under review.
A separate meeting of Independent Directors was held on March 21, 2025. In the said meetingperformance of Non-Independent Directors, performance of the Board as a whole and performanceof Chairperson of the Company was evaluated.
The manner in which the evaluation was carried out has been explained in the Corporate GovernanceReport attached to this report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Returnfor the financial year ended on March 31, 2025 is available on the website of the Company andweblink of the same is https://ashima.in/wp-content/uploads/2025/05/Form-MGT-7-for-the-year-2024-25.pdf
Your Company maintains a website www.ashima.in where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 have been provided.
During the financial year, 7 (Seven) meetings of the Board of Directors were held, as per theCompanies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The details of Board meetings held during the financial year 2024-25 have been furnished inthe Corporate Governance Report forming part of this Annual Report.
During the financial year, your Company has complied with applicable Secretarial Standards issuedby the Institute of Company Secretaries of India (ICSI).
As required under the Act and the SEBI Listing Regulations, the Company has constituted variousStatutory Committees. Additionally, the Board has formed other governance committees and sub¬committees to review specific business operations and governance matters including any specificitems that the Board may decide to delegate. As on March 31, 2025, the Board has constituted thefollowing statutory committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
Details of all the committees such as terms of reference, composition, and meetings held during theyear under review are disclosed in the Corporate Governance Report, which forms part of thisIntegrated Annual Report.
Appointment/Reappointment during the Financial Year:
(i) The shareholders at the 41st Annual General Meeting held on August 17, 2024 approvedreappointment of Mr. Chintan N. Parikh, Chairman and Managing Director (DIN: 00155225) asDirector retiring by rotation.
(ii) The shareholders at the 41st Annual General Meeting held on August 17, 2024 approvedappointment of Mr. Nilesh Mehta as an Independent Director of the company for a period offive (5) years from May 25, 2024 to May 24, 2029.
(iii) The Board of Directors of the Company at their Meeting held on August 8, 2024, appointedMr. Harshil Shah, as Company Secretary (CS) (KMP)of the Company w.e.f. August 20, 2024and Mrs. Shweta Sultania resigned from the post of Company Secretary w.e.f. the close ofworking hours on May 31, 2024.
(iv) Dr. Bakul Dholakia (DIN: 00005754) ceased to be an Independent Director upon the completionof his term on September 28, 2024.
(v) Mr. Shrikant Pareek (DIN: 02139143) resigned as a Whole-time Director, designated as “Director(Operations)” w.e.f. the close of working hours on March 31, 2025.
Retirement by Rotation:
In accordance with the Articles of Association and as per provisions of Section 152(6) of the CompaniesAct, 2013, Mr. Krishnachintan Parikh, Executive Director (DIN:- 07208067) of the Company retiresby rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himselffor reappointment. Your Board recommends his reappointment.
Except as stated above, there was no change in the composition of the Board of Directors and KeyManagerial Personnel.
The followings persons are the Key Managerial Personnel (KMP) as per the provisions of Section203 of the Companies Act, 2013, as on March 31, 2025:
1. Mr. Chintan N. Parikh Chairman & Managing Director
2. Mr. Krishnachintan C. Parikh Whole-time Director
3. Mr. Shrikant Pareek Director (Operations)
4. Mr. Jayesh C. Bhayani Chief Financial Officer
5. Mr. Harshil Shah Company Secretary
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Boardof Directors confirms that to the best of its knowledge and belief:
a. in the preparation of the annual accounts for the financial year ended March 31, 2025, theapplicable accounting standards have been followed along with proper explanation relating tomaterial departures;
b. the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profit of thecompany for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013, for safeguarding theassets 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; and
e. the directors have laid down internal fina ncial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively;
f. the directors have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
All the Independent Directors have given their declaration to the Company stating their independencepursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for IndependentDirectors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16( 1 )(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declaredthat they are not debarred or disqualified from being appointed or continuing as directors of companiesby the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, allthe Independent Directors are persons of integrity and possess relevant expertise and experienceincluding the proficiency. All the Independent Directors of the company are registered with the IndianInstitute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) ofthe Companies Act, 2013.
The terms and conditions of the appointment of Independent Directors have been disclosed on thewebsite of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2024/01/Terms-and-Conditions-of-Appointment-of-IndependentDirectors.pdf
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made thereunder,the Company has put in place a Familiarisation Program for the Independent Directors to familiarisethem with the Company, their roles, rights, responsibilities and obligations in the Company, natureof the industry in which the Company operates, business model etc. The same is available on thewebsite of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2025/02/
Details-of-Familiarization-Programmes-imparted-to-Independent-Directors-under-SEBI-LODR-
Regulations-2015-2025.pdf
The Company's plant, property, equipment and stocks are adequately insured against major risks.The Company has also taken Directors' and Officers' Liability Insurance Policy to provide coverageagainst the liabilities arising on them.
a. Disclosures pertaining to remuneration and other details as required under Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, are forming part of this report and are annexed asAnnexure-2 to this Report.
b. The statement containing particulars of employees as required under Section 197(12) of theCompanies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, thesaid statement is not being sent along with this Annual Report to the members in line with theprovisions of Section 136 of the Companies Act, 2013. The same is open for inspection at theRegistered Office of the Company. Copies of this statement may be obtained by the membersby writing to the Company Secretary.
M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No.106625W) were appointed as Statutory Auditors of the Company at the 39th Annual GeneralMeeting of the Company for a second term of five (5) consecutive years, commencing fromthe conclusion of 39th Annual General Meeting of the Company till the conclusion of 44thAnnual General Meeting to be held in t he year 2027.
The Auditors' Report for the financial year 2024-25 forms part of this Annual Report and doesnot contain any qualification, reservation or adverse remark or disclaimer.
On recommendation of the Audit Committee, the Board of Directors have appointed M/s. AnkitSheth & Co., Cost Accountants (Firm Registration No: 102785) as Cost Auditors of the Companyfor the financial year 2025-26 under Section 148 of the Companies Act, 2013 read with theCompanies (Cost Records and Audit) Rules, 2014, at a remuneration as mentioned in theNotice convening the 42nd Annual General Meeting for conducting the audit of the costrecords maintained by the Company.
M/s. Ankit Sheth & Co., Cost Accountants have confirmed that they are free from anydisqualification specified under Section 141 and 148 of the Companies Act, 2013 and Rulesframed thereunder.
The Company has filed the Cost Audit Report for the financial year 2023-24 as prescribedunder the Companies (Cost Records and Audit) Rules, 2014.
Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and Regulation 24A(1A) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,and other applicable provisions, if any, including any statutory modification(s) or re-enactment(s)thereof for the time being in force, the consent of the Board be and is hereby accorded toappoint M/s. Shah & Shah Associates, Practicing Company Secretaries (Firm Regn. No.P2000GJ013500, Peer Review No. 1125/2021), as the Secretarial Auditor of the Company fora term of five (5) consecutive financial years commencing from the financial year 2025-26 to
financial year 2029-30 i.e. from the conclusion of 42nd Annual General Meeting till the conclusionof 46th Annual General Meeting of the Company.
The Secretarial Audit Report for the financial year ended March 31, 2025, pursuant to Section204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-3.
The Secretarial Audit Report for the year ended on March 31, 2025 does not contain anyqualifications, reservations or adverse remarks.
M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad, (FRN No. 102511W/W100298), were appointed as the Internal Auditors of the Company to conduct the InternalAudit for the Financial Year 2024-25 in accordance with the provisions of Section 138 of theAct read with the Companies (Accounts) Rules, 2014. The Audit Committee considers andreviews the Internal Audit Reports submitted by the Internal Auditors on a quarterly basis.
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act,2013 and rules framed thereunder either to the Company or to the Central Government.
Your Company has established Vigil Mechanism (whistle blower policy) for Directors and employees toreport their genuine concerns, details of which have been given in the Corporate Governance Reportannexed to this Report, which is available on the website of the Company and weblink of the same ishttps://ashima.in/wp-content/uploads/2021/08/Ashima-Ltd.-Vigil-Mechanism_Whistle-Blower-Policy.pdf.
There have been no significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status of the company and its operations.
The details on Internal Control Systems and their adequacy are provided in the Management Discussionand Analysis, which forms part of this Report.
Your Company is listed with the BSE Limited and National Stock Exchange of India Ltd. and has paidthe annual listing fees for the financial year 2025-26 to both the Stock Exchanges.
The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read withthe rules framed thereunder and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The details of composition of Audit Committee and other detailsrelating to the same are given in the Report of Corporate Governance forming part of this Report.During the Financial Year 2024-25, there has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.
The Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015, a separate report on Corporate Governance along with a certificate of compliancewith corporate governance received from M/s. Mukesh M. Shah & Co., Chartered Accountants,Statutory Auditors of the Company, is annexed as Annexure 4 forming part of this Annual Report.
As per Regulation 34(2)(e) read with Part B of Schedule V of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year2024-25 is annexed as Annexure 6 forming part of this Annual Report.
There has been no change in the Authorised Share Capital and Paid up Share Capital during thefinancial year under review.
Your Directors state that no disclosure or reporting is required in respect of the following items asthere were no transactions on these items during the financial year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under anyscheme including Employee Stock Option Scheme.
c. Provision of money by company for purchase of its own shares by employees or by trusteesfor the benefit of employees.
During the financial year under review, the, company has issued and allotted 1,000 Unlisted, Secured,Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“NCDs”) of face value ofJ 1,00,000/- (Rupees One Lakh only) each, aggregating to J 10,00,00,000/- (Rupees Ten Croresonly) on Private Placement basis in multiple tranches.
The Company is required to maintain cost records as specified by the Central Government underSection 148(1) of the Companies Act, 2013 for the reporting year and accordingly such accounts andrecords are made and maintained by the company.
The Company has constituted an Internal Complaints Committee (ICC) in due compliance with theprovisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 to redress complaints received regarding sexual harassment.
Your Directors state that during the financial year under review, no complaints relating to sexualharassment were received nor any cases filed pursuant to the said Act.
a. There was no application made or any proceeding pending under the Insolvency and BankruptcyCode, 2016 (31 of 2016) during the year.
b. There has been no instance of valuation for settlement or for taking loan from the Banks orFinancial Institutions.
Your Directors express their gratitude for the dedicated services put in by all the employees of theCompany.
Your Directors place on record their sincere thanks to the customers, vendors, investors and banksfor their continued support. Your Directors are also thankful to the Government of India, StateGovernment and other authorities for their support and solicit similar support in future.
For and on behalf of the BoardChintan N. Parikh
Date: May 24, 2025 Chairman & Managing Director
Place: Ahmedabad (DIN: 00155225)