Directors Report of Ashirwad Capital Ltd.

Mar 31, 2025

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.

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 Before Tax (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

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:

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.	Stakeholder’s 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 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

---

Mar 31, 2024

The directors present the 38^thAnnual Report on the business and operations of the Company along with the Audited Financial Statements for 2023-24.

1. FINANCIAL HIGHLIGHTS:

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

(Rs. in Lakhs]
Sr.	Particulars	Year ended	Year ended
No.	Â	31.03.2024	31.03.2023
1.	Revenue from operations	164.09	76.32
2.	Other Income	23.55	19.93
3.	Total revenue	187.64	96.25
4.	Total Expenditure	Â	Â
Â	i. Employee benefit Expenses	1.45	1.81
Â	ii. Depreciation	0.71	0.75
Â	iii. Contingent Provision against	0.69	-
Â	Standard Assets	11.60	8.72
Â	iv. Other Expenditure	Â	Â
Â	Total	14.45	11.28
5.	Profit Before Tax (3-4)	173.19	84.97
6.	Provision for taxation i) Current Tax	18.35	9.12
Â	ii) Deferred Tax	(0.22)	(0.05)
Â	iii) Earlier years Tax	0.23	-
7.	Profit After Tax	154.83	75.90
8.	Balance carried from previous year	15.62	59.90
9.	Amount Available for Appropriation	170.45	135.80
10.	Appropriations: Transferred to Statutory Reserve	(30.97)	(15.18)
Â	Transferred to General Reserve	(120.00)	(105.00)
11.	Balance carried to Balance Sheet	19.48	15.62
12.	Basic and Diluted EPS	0.26	0.13

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, 2024.

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. 30.97 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 total income of the Company was Rs. 187.64 Lakhs as Compared to Previous Year; Rs 96.25 Lakhs. The Company has earned the Net Profit of Rs.153.83 Lakhs (Previous Year Net Profit: Rs. 75.90 Lakhs). Your directors are confident that the performance for the

coming years is expected to improve with expected improvements in the economic activities.

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 09, 2023

Date of allotment of Bonus Shares: June 20, 2023

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

The paid-up equity share capital as on 31 March 2023 was ' 4 crore however pursuant to bonus issue during the year under review the paid up capital of the Company as on 31 March 2024, is ' 6 crore.

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

Following are the details w.r.t. IEPF:

a)    amount of unclaimed/unpaid dividend and the corresponding shares as on March 31, 2024: - Nil

b)    sale proceeds of fractional shares arising out of issuance of bonus shares: - Rs. 8765.46

8.    DIRECTORS OR KEY MANAGERIAL PERSONNELS:

The changes during the financial year 2023-2024 are as follows:

Name of Director	DIN/PAN	Date of Appointment /Date of Cessation/ Date of Regularization	Nature of Change (Appointment/ Cessation)
Mr. Prabhat Dinesh Poddar	09637477	June 09, 2023	Regularization as Director
Ms. Bhoomi Ashwin Thakkar	ARSPT9794M	December 28, 2023	Cessation as Company Secretary and Compliance Officer
Ms. Kinjal Sunny Hiranandani	AHXPC0777G	March 22, 2024	Appointment as Company Secretary and Compliance Officer

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) Schedule IV of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. NUMBER OF MEETINGS DURING THE YEAR UNDER REVIEW:

Sr. No.	Particulars	No. of meetings
1.	Board Meetings	Nine
2.	Audit Committee Meetings	Four
3.	Independent Directors Meeting	One
4.	Nomination and Remuneration Committee Meeting	One
5.	Stakeholder 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 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, the Board has carried out an annual evaluation of its own performance and working of its committees. 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 of 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:

The Directors state 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.

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 nondeposit taking Non-Banking Financial Company.

18.    PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being a Non-Banking Financial Company, whose principal business to giving loans, guarantees or provide security in connection to any loan given or acquire shares and securities, the provisions of section 186 of the Companies Act, 2013 are not applicable.

The details of the investments and loans made by the company are given in the notes to the financial statements which are self-explanatory.

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:

The Company being a Non-Banking Finance Company information regarding disclosure of conservation of energy is not applicable to it. However, as a part of national interest it ensures that energy consumption is kept at minimum. There is no technology involved as the Company is a Non-Banking Finance Company.

There were no foreign exchange earnings or outgo during the year under review.

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.

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 as Secretarial Auditor of the Company. 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 observations 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, 2024 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.

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 of 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. Sanjiv Vishwanath Rungta    -    Chairman

2.    Mr. Madhusudan Lohia    -    Member

3.    Mr. Rajesh Ramprasad Poddar    -    Member

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

The Board of Directors have not given a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year as there were no Independent Directors appointed during the year under review.

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 year 2023-24 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.

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.

b)    There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

36.    RBI GUIDELINES:

The company continues to comply with all the requirements prescribed by Reserve Bank of India from time to time

37.    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.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the stand alone financial statements of the Company. (Rs In Lacs)

No. Particulars 2014-2015 2013-2014

1. Net Sales/ Income 84.97 45.99

2. Total Expenditure

i) Employee benefit Expenses 5.35 5.13

ii) Depreciation 2.56 1.90

iii) Other Expenditure 8.29 6.18

Total 16.20 13.21

3. Profit Before Tax 68.77 32.78

4. Provision for Taxation

i) Current Tax (13.00) (5.51)

ii) Deferred Tax 0.53 (1.69)

iii) Earlier year Tax (3.19) -

5. Profit After Tax 53.11 25.58

6. Balance carried from previous year 2.78 1.04

7. Amount Available for Appropriation 55.89 26.62

8. Appropriations:

* Proposed Dividend (36.00) (16.00)

* Dividend Distribution Tax (7.37) (2.71)

* Transferred to Statutory Reserve (10.65) (5.11)

9. Balance carried to Balance Sheet 1.87 2.78

2. DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.09 per equity share of Re. 1/- each (i.e. 9 % of face value) aggregating Rs. 36,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. RESERVES:

The Board of Directors has decided to transfer Rs. 10,65,000 to Statutory reserve.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies) Management and Administration) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. OPERATIONS:

During the period under review the profit after tax (PAT) stood at 53.11 Lacs (Previous Year Rs. 25.58 Lacs), there was an increase of 107.64 % as compared to last financial year. Your directors are confident of even better returns in the future.

6 FUTURE PROSPECTS:

After a three-year consolidation phase, finally we witnessed growth in the equity markets. There is optimism in the investing public as well as the FII's and DFI's. Indian investors are increasingly choosing mutual funds and SIP's to invest into the market. This is a very healthy trend, which will eventually lead to systematic expansion and growth of this industry in a sustainable manner. We in Ashirwad feel that the market should be buoyant for the next 4-5 years.

The year 2014-15 will always be a memorable year in the history of Ashirwad. The last couple of years, we analyzed more than 500 Companies to select our final universe of 200 Companies to invest in. We proudly call it the Ashirwad-200. Ashirwad-200 is a selection of large-cap, mid-cap and a select few small-cap Companies with good business prospects for growth in the coming years. We have been careful to include Companies from each industry, some established ones, some with good growth prospects and others with a huge potential to grow in the future. All these Companies have been largely selected through the technical indicators filter which is very unique to Ashirwad. We feel that Ashirwad-200 should beat the market performance in the long run i.e. 3-4 years. We are in the beginning phases of a strong bull market, which should last for another 3-4 years and we are happy to inform you that we are very well positioned to take advantage of this ensuing bull market in India.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors' state 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.

8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

* The following Independent Directors were appointed during the financial year 2014-2015:

1. Mr. Rakesh Garodia (DIN: 00143438)

2. Mr. Sanjiv Rungta (DIN: 00381643)

3. Mr. Nirmal Jain (DIN: 00894735)

4. Mr. Piyush Shah (DIN: 02333557)

* Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

However, there were no Resignations from the Board of Directors during the financial year.

9. (1) PARTICULARS OF EMPLOYEES:

No. Particulars Remarks

1. The ratio of the Not applicable since no remuneration has remuneration of each been paid to the Directors. director to the median remuneration of the employees of the Company for the financial year.

2. The percentage Not applicable since no remuneration has increase in the been paid to the Directors. remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

3. The percentage increase in Median Median the median remuneration of Remuneration Remuneration % Increase employees in the financial FY 2014-2015 FY 2013-2014 year (in lacs) 267 257 3.89

4. The number of permanent 2 (Two) employees on the rolls of Company

5. The explanation on the Increase in the remuneration of relationship between employees depends upon many variables average increase in like market conditions, cost of living, remuneration and the inflation; employee’s contribution Company performance including performance of the Company. Employees contribution and annual performance is also evaluated to justify the increase in remuneration. There is a direct relationship in the average increase in remuneration of the employee and financial performances of the Company during any given period.

6. Comparison of the Not applicable since no remuneration has remuneration of the Key been paid to the Directors. Managerial Personnel Against the performance of the Company

7. Variations in the market FY FY capitalization of the 2014- 2013- Variation Company, price earnings 2015 2014 ratio as the closing date of the current financial year Market and previous financial year Capitali 1008.00 844.00 164.00 and percentage increase sation over decrease in the market (in. lacs) quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case Price of listed companies, and in Earning 19.38 35.17 -15.79 case of unlisted companies, Ratio the variations in net worth of the Company as at the close of the current financial year and previous financial year.

8. Average percentile increase FY FY already made in the salaries 2014- 2013- Variation of employees other than 2015 2014 managerial personnel in Employees the last financial year and salary 5.35 5.13 4.16 its comparison with the (in lacs) percentile increase in the managerial remuneration and justification thereof and Managerial point out if there are any salary NA NA NA exceptional circumstances (in lacs) for increase in the managerial remuneration

9. Comparison of the each Not applicable since no remuneration has remuneration of the Key been paid to the Directors. Managerial Personnel against the performance of the Company

10. The key parameters for Not applicable since no remuneration has any variable component been paid to the Directors. remuneration availed by the directors

11. The ratio of the Not applicable since no remuneration remuneration has of been paid to the Directors. the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid Director during the year.

12. Affirmation that the It is affirmed that the remuneration is remuneration is as as per the remuneration policy of the per the remuneration Company. policy of the Company.

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs 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.

10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:

Sr. Particulars no of meetings No. held

1. Board meetings Five

2. Audit Committee meetings Five

3. Nomination and Remuneration Committee meeting One

4. Risk Management Committee meeting One

5. Stakeholders Relationship Committee meeting One

6. Independent Directors meeting One

11. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

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.

12. DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

13. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is also uploaded on the website of the Company; i.e. www. ashirwadcapital.in

14. AUDITORS:

The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN No. 120132W) Mumbai, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment for a period of three year from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2018.

The report given by the auditors on the financial statement of the Company is a part of the annual report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

15. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

16. VIGIL MECHANISM:

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ashirwadcapital.in

17. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under Section 177(8) of the Companies Act, 2013. The Composition of Audit Committee is as follows:

1. Mr. Sanjiv Rungta - Chairman

2. Mr. Piyush Shah - Member

3. Mr. Rajesh Poddar - Member

18. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

19. The Risk management Policy has been uploaded on the website of the Company at www.ashirwadcapital.in. There were no risk identified which would threaten the existence of the Company during the year under review.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. DEPOSITS:

The Company has not accepted any deposits during the year.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company being a company whose principal business is acquisition of shares and securities, provisions of section 186 of the Companies Act, 2013 are not applicable.

23. 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 AOC-2 which is enclosed as Annexure 2.

24. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed with this report.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2014-15.

* No. of Complaint received: NIL

* No. of Complaint disposed off: NIL.

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

In view of the nature of activities of the Company, conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's' operations in future.

29. LISTING AGREEMENT WITH THE STOCK EXCHANGES:

Your Company continues to be listed on The Stock Exchange, Mumbai where the company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE Ltd. where the Company's Shares are listed.

30. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others 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, For Ashirwad Capital Limited J. R. Boricha Marg, Lower Parel, Mumbai - 400 011. Date: May 30, 2015 Ramprasad Poddar Place: Mumbai Chairman

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Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS: (RIn Lacs)

Sr. No. Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

1. Net Sales / Income 45.99 90.62

2. Total Expenditure

i) Employee Benefit Cost 5.13 4.72

ii) Financial Cost - -

iii) Depreciation 1.90 2.17

iv) Other Expenditure 6.18 13.08 Total 13.21 19.97

3. Profit Before Tax (1-2) 32.78 70.65

4. Provision for Taxation

i) Current Tax (5.51) (13.51)

ii) Deferred Ta x Asset/ (Liability) (1.69) 0.02

5. Profit After Tax (3 4) 25.58 57.16

6. Excess/(Short) Provision for Tax of earlier years - -

7. Net Profit 25.58 57.16

8. Balance carried from previous year 1.04 4.67

9. Amount available for Appropriation (7 8) 26.62 61.83

10. Appropriations:

- Proposed Dividend (16.00) (40.00)

- Dividend Distribution Tax (2.72) (6.79)

- Transferred to General Reserve - (14.00)

- Transferred to Statutory Reserve (5.12) -

11. Balance carried to Balance Sheet 2.78 1.04

12. Basic & Diluted EPS (Rs.) 0.06 0.14

13. Non Promoter Shareholding

- Number of shares 1,96,00,000 1,96,00,000

- Percentage of shareholding 49.00% 49.00%



DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.04 per equity share of Re. 1/- each (i.e. 4%) aggregating Rs.16,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2014.

OPERATIONS AND FUTURE PROSPECTS:

During the period under review the proft after tax (PAT) stood at 25.58 Lacs (Previous Year Rs. 57.16 Lacs), a decline of 55.25% as compared to last financial year. We as an economy have gone through the worst economic crisis in the last six years. Now with a strong government in place and also the beginning of a new positive cycle for the corporate and industrial sector, we are very hopeful that a new bull market has started which should last for at least four years. We are extremely well positioned to take advantage of this bull market. We are thus very positive for the next year results.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

DIRECTORS:

Rajesh Poddar (DIN : 00164011) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Sanjiv Rungta (DIN : 00381643), Mr. Nirmal Jain (DIN : 00894735) and Mr. Piyush Shah (DIN : 02333557) reappointment as Independent Directors for a term of 5 years at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the proft of the Company for the year.

iii. 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB- SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-section (1) of section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being traded. The Company has paid Listing Fees for the year 2013-2014.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others 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, For Ashirwad Capital Limited

J. R. Boricha Marg, Lower Parel,

Mumbai – 400 011.

Date: May 30, 2014 Ramprasad Poddar

Place: Mumbai Chairman

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 27th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAl RESUlTS:

(Rs. in Lacs)

Sr. No. Particulars year ended 31.03.2013 year Ended 31.03.2012

1. Net Sales / Income 90.62 134.73

2. Total Expenditure

i) Employee Beneft Cost 4.72 3.91

ii) Financial Cost 10.70

iii) Depreciation 2.17 2.41

iv) Other Expenditure 13.08 10.95

Total 19.97 27.97

3. Proft Before Tax (1-2) 70.65 106.76

4. Provision for Taxation

i) Current Tax (13.51) (18.99)

ii) Deferred Ta x Asset/ ( Liability) 0.02

5. Proft After Tax (3-4) 57.16 87.77

6. Excess/(Short) Provision for Tax of earlier years

7. Net Proft 57.16 87.77

8. Balance carried from previous year 4.67 1.09

9. Amount available for Appropriation(7 8) 61.83 88.86

10. Appropriations:

- Proposed Dividend 40.00 40.00

- Dividend Distribution Tax 6.79 6.49

- Transferred to General Reserve 14.00 37.70

11. Balance carried to Balance Sheet 1.04 4.67

12. Basic & Diluted EPS (Rs.) 0.14 0.22

13. Non Promoter Shareholding

- Number of shares 1,96,00,000 1,96,00,000

- Percentage of shareholding 49.00% 49.00%



DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.10 per equity shares of Re. 1.00/- each (i.e. 10%) aggregating Rs.40,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2013.

OPERATIONS AND FUTURE PROSPECTS:

During the period under review the proft after tax (PAT) stood at 57.16 Lacs (Previous Year Rs. 87.77 Lacs), a decline of 34.87% as compared to last fnancial year. The reduced proft, though cause for concern, revealed the fragile state of economy refected in the share market indicators. However, all investment strategy is based upon long term growth and there is much to be optimistic on long term perspective. We are hopeful to reap the benefts of high growth rate of economy provided the infation is reined in urgently.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

DIRECTORS:

Mr. Ramprasad Poddar and Mr. Piyush Shah retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTOR''S RESPONSIBIlITy STATEMENT:

The Directors state that: -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 fnancial year covered under this Report and of the proft of the Company for the year.

iii. The Directors had taken proper and suffcient 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

FIxED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPlOyEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGy, TEChNOlOGy ABSORPTION, FOREIGN ExChANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPlIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF ThE COMPANIES ACT, 1956:

Compliance Certifcate issued under sub-section (1) of section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

STING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being traded. The Company has paid Listing Fees for the year 2012-2013.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certifcate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWlEDGEMENTS:

We record our gratitude to the Banks and others 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 confdence reposed in the management.

Registered Offce: By Order of the Board

303, Tantia Jogani

industrial Estate, For Ashirwad capital Limited

J. R. Boricha Marg,

Lower Parel, Mumbai – 400 011.

Date: May 30, 2013 Ramprasad Poddar

Place: Mumbai Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS: (Rs. In Lacs)

Sr. No. Particulars Year Ended 31.03.2012 Year Ended 31.03.2011

1. Net Sales/ Income 134.73 56.05

2. Total Expenditure

i) Employee Benefit Cost 3.91 3.23

ii) Financial Cost 10.70 17.72

iii) Depreciation 2.41 2.63

iv) Other Expenditure 10.95 6.14

Total 27.97 29.72

3. Profit Before Tax (1-2) 106.76 26.33

4. Provision for Taxation

i) Current Tax (18.99) (3.77)

ii) Deferred Tax Asset/ (Liability) - 0.07

iii) Excess/(Short) Provision for Tax of earlier years - 0.51

5. Profit After Tax (3-4) 87.77 23.14

6. Balance carried from previous year 1.09 1.27

7. Amount available for Appropriation(7 8) 88.86 24.41

8. Appropriations:

Proposed Dividend 40.00 20.00

Dividend Distribution Tax 6.49 3.32

Transferred to General Reserve 37.70 -

9. Balance carried to Balance Sheet 4.67 1.09

DIVIDEND AND OPERATIONS :

We are pleased to announce that the Board of Directors has recommended a final dividend of Re.0.10 per equity shares of Re.1/- each (i.e. 10%) aggregating Rs.40,00,000/- (excluding dividend distribution tax as applicable) for the year ended 31st March, 2012.

During the period under review the profit after tax (PAT) stood at Rs.87.77 Lac (Previous year Rs.23.14 Lac), an increase of 279% as compared to the last financial year.

DIRECTORS:.

Mr. Rajesh Poddarand Mr. Sanjiv Rungta retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Harshvardhan Agarwal resigned as director in the Company . The Board place on record its appreciation for the services rendered during his tenure as director in the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profit of the Company for the year.

iii. 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

EMPOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-section (1) of section 383Aof the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's Shares are being traded. The Company has paid Listing Fees for the year 2011-2012.

CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others 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, For Ashirwad Capital Limited

J. R. Boricha Marg, Lower Parel,

Mumbai - 400 011.

Date: May 26, 2012 Ramprasad Poddar

Place: Mumbai Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: (Rs. in Lakhs)

Sr. Particulars 12 Months Ended 15 Months Ended No. 31.03.2011 31.03.2010

1. Net Sales/ Income 56.05 161.74

2. Total Expenditure

i) Staff Cost 3.23 3.14

ii) Depreciation 2.63 3.68

iii) Other Expenditure 7.17 8.46

Total 13.03 15.28

3. Interest 16.69 8.49

4. Profit / (Loss) Before Tax 26.33 137.97

5. Provision for Taxation 3.70 17.79

i) Current Tax 3.77 17.68

ii) Deferred Tax Asset/ (Liability) (0.07) 0.11

6. Profit After Tax 22.63 120.18

7. Excess/(Short) Provision for Tax of earlier years 0.51 (0.33)

8. Net Profit 23.14 119.85

9. Balance carried from previous year 1.27 26.62

10. Amount available for Appropriation 24.41 146.46

11. Appropriations:

Interim dividend - 44.00

Proposed Dividend 20.00 16.00

Dividend Distribution Tax 3.32 10.20

Transferred to General Reserve - 75.00

12. Balance carried to Balance Sheet 1.09 1.27

- DIVIDEND:

We are pleased to announce that the Board of Directors has recommended final dividend of Rs. 0.05 per equity shares of Rs. 1/- each (i.e. 5%) aggregating Rs. 20,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2011.

- OPERATIONS AND FUTURE PROSPECTS:

During the period under review the profit after tax (PAT) stood at 22.63 Lacs (Previous Year Rs. 120.18 Lacs), a decrease of 76.47% on annualized basis as compared to last financial year. The reversal of the performance by such large percentile though cause for concern revealed the fragile state of economy reflected in the share market indicators. However, all investment strategy is based upon long term growth and there is much to be optimistic on long term perspective. We are hopeful to reap the benefits of high growth rate of economy provided the inflation is reined in urgently.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

- DIRECTORS:

Mr. Piyush Shah and Mr. Nirmal Jain retire by rotation and, being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Dinesh Poddar who was appointed as Managing Directors for the period of five years and whose appointment ends on 31st December, 2010 was re-appointed for the period of three years effective from January 1, 2011 as Managing Director of the Company.

Mrs. Shilpa Poddar resigned as director in the Company effective from April 18, 2011. The Board place on record its appreciation for the services rendered during her tenure as director in the Company.

- DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profit of the Company for the year.

iii. 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

- FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under section 58A of the Companies Act, 1956.

- EMPOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

- AUDITORS:

M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai will retire at the ensuring meeting and being eligible offers themselves for re-appointment.

- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

- COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-section (1) of section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your company is attached to this report.

- LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys Shares are being traded. The Company has paid Listing Fees for the year 2010-2011.

- CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the company Secretary in practice pursuant to clause 49 of the Listing Agreement with the stock Exchange has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

- ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others 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.

For and on behalf of the Board Ashirwad Capital Limited

Ramprasad Poddar Chairman

Registered Office: 303, Tantia Jogani Industrial Estate, J R Boricha Marg, Lower Parel, Mumbai – 400 011. Date: May 20, 2011 Place: Mumbai

---

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and the Audited Statement of Accounts for the year ended March 31,2010.

(Rs. in Lacs)

Sr. Particulars 15 Months Ended 12 Months Ended No. 31.03.2010 31.12.2008

1. Net Sales/Income 161.74 107.84

2. Total Expenditure

i) Staff Cost 3.14 2.13

ii) Depreciation 3.68 3.24

iii) Other Expenditure 8.46 33.72

Total 15.28 39.09

3. Interest 8.49 2.03

4. Profit Before Tax 137.97 66.72

5. Provision for Taxation 17.79 15.18

i) Current Tax 17.68 15.03

ii) Deferred Tax 0.11 0.14

iii) Fringe Benefit Tax - 0.01

6. Net Profit After Tax 120.18 51.54

7. Excess/(Short) Provision for Tax for earlier years (0.33) 0.02

8. Net Profit 119.85 51.56

9. Proposed Dividend 70.20 46.80 (Inclusive of Tax on Dividend)

10. Paid-up Equity Share Capital 400.00 400.00 (Face Value of Re. 1/-each)

11. Reserves & Surplus 141.95 92.29 (Excluding Revaluation Reserves)

12. Basic & Diluted EPS (Rs.) 0.30 0.13

13. Non Promoters Shareholding

- Number of Shares 13616000 13597584

- Percentage of Shareholding 34.04% 33.99%

DIVIDEND:

We are pleased to announce that the Board of Directors has recommended final dividend of Re. 0.04 per equity share of Re. 1/- each (i.e. 4%) aggregating Rs.16,00,000 (excluding dividend distribution tax as applicable) for the year ended on March 31, 2010 in addition to the interim dividend of Re. 0.11 per equity share (i.e. 11 %) amounting to Rs. 44,00,000 which was declared and paid in December 2009.

OPERATIONS & FUTURE PROSPECTS:

During the year under review the profit aftertax (PAT) stood at 120.18 Lacs, a phenomenal increase of 133.18% as compared to last year.

As we had estimated we saw a long term bottoming out of the markets in 2009. We should witness a consolidation of the equity markets in the emerging markets basket during the first 6-8 months of 2010 and after which we estimate the final wave of the long term bull market which began in 2003. If we see such a scenario shaping up we shall invest our cash position into the market. We shall continue our strategy to invest in only A group shares with good track record and leadership position in market segments they operate in. The timing of our investments will be decided based on our in-house technical studies which we do on a daily basis with a long term time horizon and ourfirm resolve to give our most valued investors long term returns which are consistent and outperform the broader indices.

Thank you shareholders for your continued support and trust in Ashirwad and its management team, which we cherish and value from the bottom of our hearts.

FOLLOWING IS A LIST OF QUOTED INVESTMENTS. THIS CONSTITUTES 100% OF OUR INVESTED FUNDS IN THE EQUITY MARKET:

FACE 31.03.2010 SR # PARTICULARS VALUE NO. OF AMOUNT HOLDING RS. SHARES RS. %

FULLY PAID UP EQUITY SHARES (QUOTED)

1 HINDUSTAN UNILEVER LTD. 1 60000 1,26,30,388 73.21

2 INDIAN HOTEL LTD. 10 40000 41,84,349 24.26

3 MANJUSHRI PLANTATION LTD. 10 333 78,698 0.46

4 RANBAXY LABORATORIES LTD. 5 1000 3,57,706 2.07 Total 1,72,51,141 100.00

AGGREGATE MARKET VALUE OF QUOTED INVESTMENTS 1,89,77,598

> DIRECTORS:

Mr. Ramprasad Poddar and Mr. Rajesh Poddar, who retire by rotation and being eligible, offerthemselves for re-appointment.

- DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and thatthere are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered underthis Report and of the profit of the Company for the year.

iii. 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.

iv. The Directors had prepared the annual accounts on a going concern basis.

- FIXED DEPOSITS:

The Company has not accepted/ renewed any Deposits from the Public under Section 58A of the Companies Act, 1956.

- EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

- AUDITORS:

M/s Sanjay Raja Jain & Co., Chartered Accountants, Mumbai, will retire at this meeting and being eligible offerthemselves for re-appointment.

- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings or outgo during the year under review.

- COMPLIANCE CERTIFICATE UNDER PROVISO TO SUB-SECTION (1) OF SECTION 383A OF THE COMPANIES ACT, 1956:

Compliance Certificate issued under sub-Section (1) of Section 383A of the Companies Act, 1956 by the Practicing Company Secretary for your Company is attached to this report.

- LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys Shares are being traded. The Company has paid Listing Fees forthe year 2009-2010.

- MANAGEMENT DISCUSSION AND ANALYSIS:

- BUSINESS ENVIRONMENT:

It has been a year of substantial achievements for our company, in the face of one of the toughest global economic downturn ever witnessed in history. Your company has a long standing reputation as a consistent sectoral performer amongst the various finance and investment companies. Despite the volatile economic scenario, the expertise of the management enabled us to perform exceptionally well during the year.

- STRENGTHS & OPPORTUNITIES:

Your company has positively faced the ever changing period in the finance and investment market quite effectively. The fiscal policies brought by Government in the recent times have been encouraging. The economic plan aims to put the economy towards a path of sustainable growth and progress. Your company pays special attention to its valuable human resource. Further keeping in view the support offered by government and financial institutions, your company is keen to achieve an established name and goodwill in the market.

- RISKS AND CONCERNS:

Risk is an integral part of business process. Proper risk management can be highly beneficial for any company. The company will attempt to soften the impact of risks through continuous monitoring, timely action and control measures.

- OUTLOOK:

The company is looking forward to the achievement of the following objectives in the coming year:

(i) To effectively position the company so as to meet the needs of changing economic scene in India.

(ii) To earn national recognition by providing qualitative services in time and in conformity with the best practices.

(iii) To enhance size and value of business activities of the company.

(iv) To achieve optimal return on capital employed.

- OVERVIEW:

Your company offers unique insights delivering independent information, opinions and solutions that helps it to make better informed business and investment decisions and improve the return on investment. The future prospect continues to remain positive with focus on strengthening risk management systems and demand for good quality and independent research.

The accompanying financial statements have been prepared in accordance with the requirements of Companies Act, 1956 and Generally Accepted Accounting Principles and Accounting Standards prevailing in India.

- FINANCIAL AND OPERATIONAL PERFORMANCE:

The accompanying financial statements have been prepared in accordance with the requirements of Companies Act, 1956 and Generally Accepted Accounting Principles and Accounting Standards prevailing in India. The gross income of the company during the year has increased to Rs. 161.74 Lacs from Rs. 107.84 Lacs during the previous year. The net profit has risen from Rs. 51.56 Lacs to Rs. 119.85 Lacs during the current year.

- CAUTIONARY STATEMENT:

Statement in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.



- CORPORATE GOVERNANCE:

Corporate Governance Report along with Certificate of the Company Secretary in Practice pursuant to clause 49 (revised) of the Listing Agreement with the Stock Exchanges has been included in the report. Your company believes that Corporate Governance is a voluntary code of self-discipline. In line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. Therefore, your directors have been reporting the initiatives on Corporate Governance measures adopted by your Company.

- ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others 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 other stakeholders for their co-operation extended to and confidence reposed in the management.

Registered Office: For and on behalf of the Board

303, Tantia Jogani Indl. Estate, For Ashirwad Capital Limited

J R Boricha Marg, Lower Parel,

Mumbai 400 011.

Date : May 17, 2010 Ramprasad Poddar

Place: Mumbai Chairman