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

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the standalone financial statements
of the Company.

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:

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

8. DIRECTORS OR KEY MANAGERIAL PERSONNELS:

The changes during the financial year 2024-2025 are as follows:

In accordance with the provisions of Section 152 of the Companies Act. 2013.
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 re¬
appointed 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
Committee’s 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:

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 Company’s 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 Board’s 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 ol
the Company. Areas on which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy of Committee
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 for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) The Directors 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 financial controls commensurate
with the size, 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 arm’s 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, the
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 Company’s
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 or material orders passed by the Regulators or
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 - Chairman

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 Company’s 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 Company’s 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