BSE Prices delayed by 5 minutes... << Prices as on Aug 05, 2025 - 11:58AM >>   ABB  5046.75 ATS - Market Arrow  [-0.90]  ACC  1799.85 ATS - Market Arrow  [0.54]  AMBUJA CEM  603 ATS - Market Arrow  [-0.35]  ASIAN PAINTS  2415.6 ATS - Market Arrow  [-1.39]  AXIS BANK  1075 ATS - Market Arrow  [0.61]  BAJAJ AUTO  8184.05 ATS - Market Arrow  [-0.01]  BANKOFBARODA  241.05 ATS - Market Arrow  [-0.06]  BHARTI AIRTE  1930.5 ATS - Market Arrow  [0.81]  BHEL  245.8 ATS - Market Arrow  [1.82]  BPCL  316.05 ATS - Market Arrow  [-0.57]  BRITANIAINDS  5706.55 ATS - Market Arrow  [-1.36]  CIPLA  1504.35 ATS - Market Arrow  [-0.73]  COAL INDIA  375.2 ATS - Market Arrow  [0.12]  COLGATEPALMO  2253 ATS - Market Arrow  [-0.02]  DABUR INDIA  525.05 ATS - Market Arrow  [-0.83]  DLF  783.75 ATS - Market Arrow  [-1.25]  DRREDDYSLAB  1213.8 ATS - Market Arrow  [-0.95]  GAIL  172.65 ATS - Market Arrow  [-1.15]  GRASIM INDS  2801.8 ATS - Market Arrow  [0.49]  HCLTECHNOLOG  1478.95 ATS - Market Arrow  [0.32]  HDFC BANK  1982.25 ATS - Market Arrow  [-0.50]  HEROMOTOCORP  4563 ATS - Market Arrow  [0.63]  HIND.UNILEV  2536.45 ATS - Market Arrow  [-0.20]  HINDALCO  686.85 ATS - Market Arrow  [-0.12]  ICICI BANK  1446.8 ATS - Market Arrow  [-1.11]  INDIANHOTELS  749 ATS - Market Arrow  [-0.06]  INDUSINDBANK  816.8 ATS - Market Arrow  [1.60]  INFOSYS  1460.2 ATS - Market Arrow  [-1.36]  ITC LTD  414.2 ATS - Market Arrow  [-0.59]  JINDALSTLPOW  988.8 ATS - Market Arrow  [0.85]  KOTAK BANK  1999.3 ATS - Market Arrow  [0.12]  L&T  3627.65 ATS - Market Arrow  [-0.07]  LUPIN  1865.95 ATS - Market Arrow  [-0.91]  MAH&MAH  3191.15 ATS - Market Arrow  [-0.28]  MARUTI SUZUK  12453.3 ATS - Market Arrow  [0.72]  MTNL  45.5 ATS - Market Arrow  [0.26]  NESTLE  2261.5 ATS - Market Arrow  [-0.70]  NIIT  122.05 ATS - Market Arrow  [0.08]  NMDC  72.01 ATS - Market Arrow  [0.17]  NTPC  332.95 ATS - Market Arrow  [0.26]  ONGC  234.95 ATS - Market Arrow  [0.00]  PNB  104.45 ATS - Market Arrow  [-0.19]  POWER GRID  286.85 ATS - Market Arrow  [-0.40]  RIL  1394.7 ATS - Market Arrow  [-1.18]  SBI  800.6 ATS - Market Arrow  [0.62]  SESA GOA  436.8 ATS - Market Arrow  [1.30]  SHIPPINGCORP  211.3 ATS - Market Arrow  [0.00]  SUNPHRMINDS  1624.5 ATS - Market Arrow  [-1.01]  TATA CHEM  967.4 ATS - Market Arrow  [-0.74]  TATA GLOBAL  1062.75 ATS - Market Arrow  [-0.86]  TATA MOTORS  654.9 ATS - Market Arrow  [0.19]  TATA STEEL  159.25 ATS - Market Arrow  [-0.22]  TATAPOWERCOM  388.8 ATS - Market Arrow  [0.45]  TCS  3058 ATS - Market Arrow  [-0.55]  TECH MAHINDR  1476 ATS - Market Arrow  [0.04]  ULTRATECHCEM  12325 ATS - Market Arrow  [0.59]  UNITED SPIRI  1332.85 ATS - Market Arrow  [-0.50]  WIPRO  245.75 ATS - Market Arrow  [-0.12]  ZEETELEFILMS  117.55 ATS - Market Arrow  [-1.34]  

Ashima Ltd.

Directors Report

NSE: ASHIMASYNBE BSE: 514286ISIN: INE440A01010INDUSTRY: Textiles - Spinning - Cotton Blended

BSE   Rs 25.18   Open: 25.00   Today's Range 24.60
25.18
 
NSE
Rs 25.19
+0.02 (+ 0.08 %)
-0.22 ( -0.87 %) Prev Close: 25.40 52 Week Range 17.01
45.91
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 482.79 Cr. P/BV 1.62 Book Value (Rs.) 15.58
52 Week High/Low (Rs.) 46/17 FV/ML 10/1 P/E(X) 0.00
Bookclosure 17/08/2021 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors take pleasure in presenting the Forty-Second Annual Report of your Company together with
Audited Financial Statements for the year ended on March 31, 2025.

1. FINANCIAL RESULTS

Your Company's performance during the financial year under review is summarized below:

Particulars

Standalone

Consolidated

March 31,
2025

March 31,
2024

March 31,
2025

March 31,
2024

Total Income - Continuing Operations

1,329

9,123

1,360

9,123

Profit / (Loss) before Finance Costs,
Depreciation and Amortization Expenses,
Exceptional Items and Tax Expenses

734

7,353

719

7,353

Less: Finance Costs

680

365

680

365

Profit/(Loss) before Depreciation and
Amortization Expenses, Exceptional
Items and Tax Expenses

54

6988

39

6,988

Less: Depreciation and Amortization

66

78

66

78

Profit / (Loss) before Exceptional Items
and Tax Expenses

(12)

6,910

(27)

6,910

Add/ (Less) Exceptional Items - Income /
(Expenses)

-

-

-

-

Profit/(loss) before Tax Expenses

(12)

6,910

(27)

6,910

Less: Tax Expenses

-

(6)

3

(6)

Profit/(loss) after Tax - Continuing
Operations

(12)

6,904

(24)

6,904

Profit/(Loss) from Discontinued
operations before tax

(227)

(763)

(227)

(763)

Exceptional Items from Discontinued
operations

(3,134)

-

(3,134)

-

Deferred Tax Assets/(Liabilities) of
Discontinued operations

1,486

3,500

1,485

3,500

Profit/(Loss) from Discontinued
operations after tax

(1,876)

2,737

(1,876)

2,737

Profit/(Loss) after Tax

(1,888)

9,641

(1,900)

9,641

Other Comprehensive Income (Net of Tax)

70

17

70

17

Total Comprehensive Income

(1,818)

9,658

(1,830)

9,658

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares and preference shares for the
financial year ended March 31, 2025.

3. RESERVES

During the financial year under review, no amount has been transferred to any reserve.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The overall performance of the Company has declined during the year under review, with reported
loss of J 1,888 lacs compared to profit of J 9,641 lacs in the previous year. The amount of reported
profitability is after considering lower positive impact of J 1,486 lacs on account of deferred tax asset
for the year under review, which was much higher at J 3,500 lacs in the previous year due to first
time recognition thereof.

Operational profitability declined due to lower revenue of Real Estate business and adverse impact
of bearish and volatile stock markets on profitability of Investment Division.

The bottomline was also affected significantly upon closure of the cotton textile operations of the
Company during the year, including non-recurring items relating to it.

Real Estate Division:

The Division has two ongoing projects: “Swan Lake”, a plotted development project and “The
Sovereign”, a luxurious high-rise residential apartment project. There is consistent progress in
construction and development work for the projects. The Division booked revenue of J 526 lacs
during the year.

Investment Division:

Performance of the Division was affected due to significant decline in the stock market during the
year. However, over a longer time-frame, the division has outperformed the benchmark indices. The
XIRR for the investments of the Company since inception was at 27%, compared to XIRR of various
benchmark indices ranging from 11% to 13%. For the year, it was at 3% compared to benchmark
returns of 5%.

The investment portfolio of the Company was moved to its wholly owned subsidiary, Ashima Capital
Management Limited (“ACML”), in February 2025 upon ACML having got PMS licence from SEBI.
The performance of the portfolio is being rep orted on continuing basis after the transition, since
ACML is also managed by Mr. Krishnachintan Parikh, Executive Director of the Company, who has
been managing Investment Division of the Company since its inception. He is the Principal Officer
of ACML as per SEBI regulations.

Consolidated Financials:

The Consolidated financials of the Company which include financials of Ashima Capital Management
Limited (“ACML”), a wholly owned subsidiary, are presented for the year under review. ACML was
incorporated in May 2024, so this is its first financial year. As per consolidated financials, there is
a loss of J 1,900 lacs compared to loss of J 1,888 lacs on standalone basis. ACML has made a small
loss in its first year on account of set up expenses and as it earned revenues only from February
2025 upon commencing its operations after getting SEBI license.

Outlook:

A detailed discussion on performance and outlook appears as part of Management Discussion and
Analysis Report attached to this report.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
OUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company
which has occurred between the end of financial year and the date of this Board's Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has formed a Wholly Owned Subsidiary Company (‘WOS') in the name of 'ASHIMA
CAPITAL MANAGEMENT LIMITED' (CIN: U66309GJ2024PLC151485) on May 14, 2024. The Board
of Directors also reviewed the affairs of the wholly owned subsidiary company. In accordance with
the provisions of Section 129(3) of the Companies Act, 2013, we have prepared Consolidated
Financial Statements of the Company and its Subsidiary, which forms part of this Annual Report.

Further, a statement containing the salient features of the financial statements of our Subsidiary
Companies is in the prescribed format AOC-1 is appended as
Annexure-5 to the Board's report.

The Company does not have any Joint Venture (JV) or Associate Company as on March 31, 2025.

7. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or
unclaimed deposits as on March 31, 2025.

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

Pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, information on conservation of energy, technology absorption and foreign
exchange earnings and outgo forms part of this Report and is annexed at
Annexure-1.

9. RISK MANAGEMENT

The Company has framed and adopted a “Risk Management Policy” to identify, monitor, minimize
and mitigate risks and determine the responses to various risks to minimize their adverse impact on
the organization. The Company is exposed to various financial risks viz. credit risk, liquidity risk,
interest rate risk etc. The management oversees the risk management framework and the Audit
Committee evaluates internal financial controls and risk management systems. However, the details
of risk management objectives and policies made by the Company under the said provision is given
in the notes to the Financial Statements. In the opinion of Board, there are no risk which may
threaten the existence of the Company. The Risk Management Policy is available on the website of
the Company and weblink of the same is https://ashima.in/wp-content/uploads/2018/08/Risk-
Management-Policy.pdf
.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

In terms of requirements of Section 135(1) of the Companies Act, 2013, the Board of Directors at
its meeting held on August 8, 2024 has reconstituted the Corporate Social Responsibility (CSR)
Committee. The CSR Committee consists of 3 (Three) Directors viz., Mr. Chintan N. Parikh - Chairman,
Mr. Nilesh Mehta and Mrs. Koushlya Melwani, non-executive Independent Directors, members of the
Committee as on March 31, 2025.

During the Financial Year, the CSR Committee met on February 13, 2025 for consideration, review
and recommendation to the Board of Directors of the Company for CSR expenditure. The Committee
has noted that no amount was required to be spent towards CSR expenditure for the Financial Year
2024-25 in terms of Section 135(5) of the Companies Act, 2013. CSR Policy is available on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2023/04/
CSR-Policy.pdf

11. CHANGE IN NATURE OF BUSINESS

The Company closed its cotton textile operations during the year.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
COMPANIES ACT, 2013

During the Financial Year under review, the Company has made investments. However, there were
no loans or advances granted or guarantees given or security provided under Section 186 of the
Companies Act, 2013 during the Financial Year. The details of investments made as on March 31,
2025 are given in the Notes to the Financial Statements forming part of the Annual Report.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with Indian
Accounting Standards (Ind AS) 110, issued by the Ministry of Corporate Affairs, forms part of this
Annual Report.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval. A
statement containing details of all Related Party Transactions is placed before the Audit Committee
and the Board of Directors for review on a quarterly basis and for prior approval whenever there is
a requirement for such approvals. The omnibus approval of the Audit Committee is obtained on a
yearly basis for the transactions which are of a foreseeable and repetitive nature. The transactions
entered pursuant to omnibus approval are placed before Audit Committee and Board of Directors on
a quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of the
Company and weblink of the same is https://ashima.in/wp-content/uploads/2025/02/Policy-on-Related-
Party-T
ransaction.pdf

During the year under review, all the related party transactions entered pursuant to Section 188 of
the Companies Act, 2013 were in the ordinary course of business and on an arm's length basis and
hence disclosure in Form AOC-2 is not required and there were no materially significant transactions
with any of the related parties that may have potential conflict with the interest of the Company at
large.

15. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a
policy for appointment of Directors, Key Managerial Personnel and Senior Management and their
remuneration. The same is available on Company's website and weblink of the same is
https://ashima.in/wp-content/uploads/2025/02/Nomination-and-Remuneration-Policy.pdf

16. ANNUAL EVALUATION OF BOARD'S PERFORMANCE, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS

The Nomination and Remuneration Committee has laid down the manner in which formal evaluation
of the performance of the Board, its Committees and individual Directors has to be made, which is
broadly in compliance with the Guidance Note on Board Evaluation issued by SEBI vide its Circular
No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.

Pursuant to the provisions of Section 178 of Companies Act, 2013 read with Regulation 17 and 19
of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Nomination
and Remuneration Committee has carried out annual performance evaluation of Board of Directors,
Committees of the Board and the individual directors for the year under review.

Further, pursuant to the provisions of Section 178 read with Schedule IV of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015, the Board of Directors have carried out the evaluation of the Independent Directors and
fulfillment of the independence criteria of the Independent Directors as specified under Section
149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, for the year under review.

A separate meeting of Independent Directors was held on March 21, 2025. In the said meeting
performance of Non-Independent Directors, performance of the Board as a whole and performance
of Chairperson of the Company was evaluated.

The manner in which the evaluation was carried out has been explained in the Corporate Governance
Report attached to this report.

17. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return
for the financial year ended on March 31, 2025 is available on the website of the Company and
weblink of the same is https://ashima.in/wp-content/uploads/2025/05/Form-MGT-7-for-the-year-2024-
25.pdf

18. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.ashima.in where detailed information of the Company and

specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been provided.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW

During the financial year, 7 (Seven) meetings of the Board of Directors were held, as per the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of Board meetings held during the financial year 2024-25 have been furnished in
the Corporate Governance Report forming part of this Annual Report.

During the financial year, your Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India (ICSI).

20. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various
Statutory Committees. Additionally, the Board has formed other governance committees and sub¬
committees to review specific business operations and governance matters including any specific
items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the
following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition, and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment/Reappointment during the Financial Year:

(i) The shareholders at the 41st Annual General Meeting held on August 17, 2024 approved
reappointment of Mr. Chintan N. Parikh, Chairman and Managing Director (DIN: 00155225) as
Director retiring by rotation.

(ii) The shareholders at the 41st Annual General Meeting held on August 17, 2024 approved
appointment of Mr. Nilesh Mehta as an Independent Director of the company for a period of
five (5) years from May 25, 2024 to May 24, 2029.

(iii) The Board of Directors of the Company at their Meeting held on August 8, 2024, appointed
Mr. Harshil Shah, as Company Secretary (CS) (KMP)of the Company w.e.f. August 20, 2024
and Mrs. Shweta Sultania resigned from the post of Company Secretary w.e.f. the close of
working hours on May 31, 2024.

(iv) Dr. Bakul Dholakia (DIN: 00005754) ceased to be an Independent Director upon the completion
of his term on September 28, 2024.

(v) Mr. Shrikant Pareek (DIN: 02139143) resigned as a Whole-time Director, designated as “Director
(Operations)” w.e.f. the close of working hours on March 31, 2025.

Retirement by Rotation:

In accordance with the Articles of Association and as per provisions of Section 152(6) of the Companies
Act, 2013, Mr. Krishnachintan Parikh, Executive Director (DIN:- 07208067) of the Company retires
by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself
for reappointment. Your Board recommends his reappointment.

Except as stated above, there was no change in the composition of the Board of Directors and Key
Managerial Personnel.

Key Managerial Personnel:

The followings persons are the Key Managerial Personnel (KMP) as per the provisions of Section
203 of the Companies Act, 2013, as on March 31, 2025:

1. Mr. Chintan N. Parikh Chairman & Managing Director

2. Mr. Krishnachintan C. Parikh Whole-time Director

3. Mr. Shrikant Pareek Director (Operations)

4. Mr. Jayesh C. Bhayani Chief Financial Officer

5. Mr. Harshil Shah Company Secretary

22. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b. the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit of the
company for that period;

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

d. the directors have prepared the annual accounts on a going concern basis; and

e. the directors have laid down internal fina ncial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively;

f. the directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

23. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence
pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent
Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16( 1 )(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared
that they are not debarred or disqualified from being appointed or continuing as directors of companies
by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all
the Independent Directors are persons of integrity and possess relevant expertise and experience
including the proficiency. All the Independent Directors of the company are registered with the Indian
Institute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) of
the Companies Act, 2013.

The terms and conditions of the appointment of Independent Directors have been disclosed on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2024/01/
Terms-and-Conditions-of-Appointment-of-IndependentDirectors.pdf

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made thereunder,
the Company has put in place a Familiarisation Program for the Independent Directors to familiarise
them with the Company, their roles, rights, responsibilities and obligations in the Company, nature
of the industry in which the Company operates, business model etc. The same is available on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2025/02/

Details-of-Familiarization-Programmes-imparted-to-Independent-Directors-under-SEBI-LODR-

Regulations-2015-2025.pdf

25. INSURANCE

The Company's plant, property, equipment and stocks are adequately insured against major risks.
The Company has also taken Directors' and Officers' Liability Insurance Policy to provide coverage
against the liabilities arising on them.

26. PARTICULARS OF EMPLOYEES

a. Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are forming part of this report and are annexed as
Annexure-2 to this Report.

b. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, the
said statement is not being sent along with this Annual Report to the members in line with the
provisions of Section 136 of the Companies Act, 2013. The same is open for inspection at the
Registered Office of the Company. Copies of this statement may be obtained by the members
by writing to the Company Secretary.

27. AUDITORS

a. STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No.
106625W) were appointed as Statutory Auditors of the Company at the 39th Annual General
Meeting of the Company for a second term of five (5) consecutive years, commencing from
the conclusion of 39th Annual General Meeting of the Company till the conclusion of 44th
Annual General Meeting to be held in t he year 2027.

The Auditors' Report for the financial year 2024-25 forms part of this Annual Report and does
not contain any qualification, reservation or adverse remark or disclaimer.

b. COST AUDITORS

On recommendation of the Audit Committee, the Board of Directors have appointed M/s. Ankit
Sheth & Co., Cost Accountants (Firm Registration No: 102785) as Cost Auditors of the Company
for the financial year 2025-26 under Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, at a remuneration as mentioned in the
Notice convening the 42nd Annual General Meeting for conducting the audit of the cost
records maintained by the Company.

M/s. Ankit Sheth & Co., Cost Accountants have confirmed that they are free from any
disqualification specified under Section 141 and 148 of the Companies Act, 2013 and Rules
framed thereunder.

The Company has filed the Cost Audit Report for the financial year 2023-24 as prescribed
under the Companies (Cost Records and Audit) Rules, 2014.

c. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Regulation 24A(1A) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
and other applicable provisions, if any, including any statutory modification(s) or re-enactment(s)
thereof for the time being in force, the consent of the Board be and is hereby accorded to
appoint M/s. Shah & Shah Associates, Practicing Company Secretaries (Firm Regn. No.
P2000GJ013500, Peer Review No. 1125/2021), as the Secretarial Auditor of the Company for
a term of five (5) consecutive financial years commencing from the financial year 2025-26 to

financial year 2029-30 i.e. from the conclusion of 42nd Annual General Meeting till the conclusion
of 46th Annual General Meeting of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025, pursuant to Section
204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed herewith as
Annexure-3.

The Secretarial Audit Report for the year ended on March 31, 2025 does not contain any
qualifications, reservations or adverse remarks.

d. INTERNAL AUDITORS

M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad, (FRN No. 102511W/
W100298), were appointed as the Internal Auditors of the Company to conduct the Internal
Audit for the Financial Year 2024-25 in accordance with the provisions of Section 138 of the
Act read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and
reviews the Internal Audit Reports submitted by the Internal Auditors on a quarterly basis.

28. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act,
2013 and rules framed thereunder either to the Company or to the Central Government.

29. VIGIL MECHANISM

Your Company has established Vigil Mechanism (whistle blower policy) for Directors and employees to
report their genuine concerns, details of which have been given in the Corporate Governance Report
annexed to this Report, which is available on the website of the Company and weblink of the same is
https://ashima.in/wp-content/uploads/2021/08/Ashima-Ltd.-Vigil-Mechanism_Whistle-Blower-Policy.pdf.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There have been no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status of the company and its operations.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Control Systems and their adequacy are provided in the Management Discussion
and Analysis, which forms part of this Report.

32. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and National Stock Exchange of India Ltd. and has paid
the annual listing fees for the financial year 2025-26 to both the Stock Exchanges.

33. AUDIT COMMITTEE

The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read with
the rules framed thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of composition of Audit Committee and other details
relating to the same are given in the Report of Corporate Governance forming part of this Report.
During the Financial Year 2024-25, there has been no instance where the Board has not accepted
the recommendations of the Audit Committee.

34. CORPORATE GOVERNANCE

The Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation
34(3) read with Part C of Schedule V of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, a separate report on Corporate Governance along with a certificate of compliance
with corporate governance received from M/s. Mukesh M. Shah & Co., Chartered Accountants,
Statutory Auditors of the Company, is annexed as
Annexure 4 forming part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) read with Part B of Schedule V of SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year
2024-25 is annexed as
Annexure 6 forming part of this Annual Report.

36. SHARE CAPITAL

There has been no change in the Authorised Share Capital and Paid up Share Capital during the
financial year under review.

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the financial year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees.

37. NON-CONVERTIBLE DEBENTURES

During the financial year under review, the, company has issued and allotted 1,000 Unlisted, Secured,
Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“NCDs”) of face value of
J 1,00,000/- (Rupees One Lakh only) each, aggregating to J 10,00,00,000/- (Rupees Ten Crores
only) on Private Placement basis in multiple tranches.

38. COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under
Section 148(1) of the Companies Act, 2013 for the reporting year and accordingly such accounts and
records are made and maintained by the company.

39. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 to redress complaints received regarding sexual harassment.

Your Directors state that during the financial year under review, no complaints relating to sexual
harassment were received nor any cases filed pursuant to the said Act.

40. GENERAL

a. There was no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year.

b. There has been no instance of valuation for settlement or for taking loan from the Banks or
Financial Institutions.

41. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all the employees of the
Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the customers, vendors, investors and banks
for their continued support. Your Directors are also thankful to the Government of India, State
Government and other authorities for their support and solicit similar support in future.

For and on behalf of the Board
Chintan N. Parikh

Date: May 24, 2025 Chairman & Managing Director

Place: Ahmedabad (DIN: 00155225)

 
STOCKS A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z|Others

Mutual Fund A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2025) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail: varaprasad.challa@rlpsec.com
Grievance Cell: rlpsec_grievancecell@yahoo.com , rlpdp_grievancecell@yahoo.com
Procedure to file a complaint on SEBI SCORES: Register on SCORES portal. Mandatory details for filing complaints on SCORES: Name, PAN, Address, Mobile Number, E-mail ID. Benefits: Effective Communication, Speedy redressal of the grievances.
Copyrights @ 2014 © RLP Securities. All Right Reserved Designed, developed and content provided by