Directors Report of Ascom Leasing & Investments Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present the Thirty-Eighth (38^th) Annual Report on the business
and operations of the Company, italicizing the progress and growth achieved during the year along with Audited
Financial Statements with Auditors'' Report thereon, Secretarial Auditor''s Report for the Financial Year ended 31st
March, 2025.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended on 31st March, 2025 is as follows:

Particulars	As on 31st March, 2025	As on 31stMarch, 2024
Revenue from Operations	12,92,16,433	12,33,43,780
Other Income	-	-
Total Income	12,92,16,433	12,33,43,780
Total Expenses	6,10,72,889	5,67,42,356
Profit before Exceptional and Extraordinary Items and	6,81,43,545	6,66,01,424
Tax
Exceptional & Extraordinary Items	(1,13,673)	(2,09,868)
Profit Before Tax	6,80,29,872	6,63,91,556
Less: Income Tax (Current Year)	1,69,14,342	1,67,27,298
Less: Deferred Tax	- -	-
Profit/(Loss) after tax	5,11,15,530	4,96,64,258
Earning Per Share	4.36	4.24

The Company has prepared the financial statements in accordance with the generally accepted accounting principles in
India (''Indian GAAP'') to comply in all material respects with the notified Accounting Standards (''AS'') under Section 133
of the Companies Act, 2013 (''the Act''), read with rule 7 of the Companies (Accounts) Rules, 2014 and the Companies
(Accounting Standards) Amendment Rules, 2016. Further, the Company follows the statutory requirements, circulars
and guidelines issued by the Reserve Bank of India (RBI) for Non-Banking Financial Companies (NBFC), from time to
time to the extent they have an impact on the financial statements and current practices prevailing in India.

RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI). During the
financial year under review, the Company recorded a turnover of ^ 12,92,16,433 against ^ 12,33,43,780 in the previous
year and the Company has incurred profit of ^ 5,11,15,530 as compared to profit of ^ 4,96,64,258 in the previous
financial year. The management of the Company is putting their best efforts to improve the performance of the
Company.

The Company''s Capital Adequacy Ratio calculated in line with the Reserve Bank of India (''RBI'') directions for Non¬
Banking Financial Companies (''NBFCs'') which is well above the minimum regulatory requirement.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Business of the Company during the financial year.

CHANGE IN SHARE CAPITAL
4- Authorized Share Capital

During the Financial Year 2024-25 there were no changes in the Authorized Share Capital of the Company. As on March
31, 2025, the Authorized Share Capital of the Company is ^ 15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs.
10/- each.

4- Paid up Share Capital

During the Financial year 2024-25, there were no changes in the Paid-up Share Capital of the Company. As on March 31,
2025, the Paid-up share Capital of the Company is ^ 11,71,41,790/- comprising of 11,714,179 equity shares having
nominal value of Rs.10 each.

DIVIDEND

Board have considered it financially prudent in the long-term interest of the Company to re-invest the profits into the
business of the Company to build a strong reserve base and grow the business of the Company. Therefore, Board of
Directors has not recommended any dividend for the financial year ended on 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid
last year.

TRANSFER TO RESERVES

During the year, the Company has transferred ^. 1,02,23,106 (20% of the profits are required to be transferred to a
Statutory/Special Reserve Account.) to the statutory Reserve as per Section 45-IC of the Reserve Bank of India Act,
1934.

DEPOSIT

Being a non-deposit taking Company, your Company has not accepted any deposits within the meaning of the
provisions of Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank)
Directions, 2016 and provisions of the Companies Act, 2013 are not applicable on the Company. Further, the Company
shall not accept deposits from public without obtaining prior approval from the Reserve Bank of India.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, that have occurred
between end of the Financial Year to which the Financial Statements relate and date of this report.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of
the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT-
2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of

its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans and
guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made
in this Report.

However, the particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read
together with Notes annexed to and forming an integral part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were
in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus
approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive
nature. Further details on the transactions with related parties are provided in the accompanying financial statements.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are
attached as Annexure-I in the Form AOC-2.

The Policy on dealing with related party transactions, as approved by the Board may be accessed on the Company''s
website at the link http://ascomfinance.com/report/RPT-Policy.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013. The Board of Directors are of the opinion that all the Independent Directors meet the criteria
regarding integrity, expertise, experience and proficiency.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs ("IICA").

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

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption
are as under:

(A) Conservation of Energy

Steps taken or impact on conservation of energy	Nil
The steps taken by the Company for utilizing alternate sources of energy
The capital investment on energy conservation equipment''s

(B) Technology Absorption

1. Efforts made towards technology absorption: Nil

2. Benefits derived like product improvement, cost reduction, product development or import
substitution: Nil

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year)-

Details of technology imported
Year of Import	N.A.
Has technology been fully absorbed
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research and development are as under:

Particulars			Nil
Capital Expenditures
Recurring Expenditures
Total
Total Research and development expenses as %	of turnover

FOREIGN EXCHANGE EARNINGS AND OUTGO-

The Foreign Exchange earned in terms of actual inflows during the year- NIL
The Foreign Exchange outgo during the year in terms of actual outflows- NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company''s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a
serious endeavor for a quality value addition and constructive contribution in building a healthy and better society
through its CSR related initiatives and focus on education, environment, health care and other social causes.

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of
companies is required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides
for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of
spending the amount.

Your Company has framed the Corporate Social Responsibility (CSR) Policy in terms of the provisions of Section 135(1)
of the Companies Act, 2013 which is uploaded at the website of the Company i.e www.ascomfinance.com . The CSR
activities of the Company are aligned with the activities specified in Schedule VII of the Companies Act, 2013.

As per the provisions of Section 135 of the Act, your Company spend INR 13,16,000 (Indian Rupees Thirteen Lakhs
Sixteen Thousand only) during the Financial Year 2024-25.

Composition of CSR Committee:

The Board of Directors of the Company has constituted Corporate Social Responsibility Committee under Section 135 of
the Companies Act, 2013.

Sr. No.	Name of the Director	DIN	Designation in the Committee
1	Ketanbhai Dhanjibhai Lakhani	07098256	Chairperson
2	Tushar Rohitbhai Pandya	06396751	Member
3	Rupalben Tushar Pandya	06396751	Member

During the year the Corporate Social Responsibility Committee met 1 (One) time. The date of the meetings held during
the year ended March 31, 2025 are:

S. No.	Date of meeting	Total Number of members of Committee as on the date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	02/05/2024	3	3	100%

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of
Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and
form part of this report as "Annexure II”.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and
ability, confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have 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 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.

e) the Directors have laid down internal financial controls to be followed by the Company and 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
such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is enclosed in Annexure III.

MANAGEMENT DETAILS/ INFORMATION

The Board of Directors of the Company comprises individuals with extensive global experience, strong financial
acumen, strategic insight, and exemplary leadership qualities. Their unwavering commitment to the Company''s success
is demonstrated through their active participation and thorough preparation for Board Meetings. The Board conducts a
comprehensive skill assessment to identify the core skills, expertise, and competencies of the Directors, ensuring the

effective functioning of the Company and the continued achievement of its goals. The Company''s Board includes leaders
and visionaries who provide strategic direction and guidance. As of March 31, 2025, the Board consists of five Directors,
including two Executive Director and three Non-Executive (Independent) Directors, reflecting an optimal balance.

-I- Composition of Board Directors

During the financial year, there were no changes in the composition of Board of Directors of the Company.

Following are the Details of Directors on the Board of the Company as on March 31, 2025:

S. No.	Name of the Director	Designation
1.	Mr. Tushar Rohitbhai Pandya	Chairperson, Managing Director & CFO
2.	Mrs. Rupalben Tushar Pandya	Whole Time Director
3.	Mr. Rohitkumar Balvantrai Pandya	Non- Executive Director
4.	Mr. Ketanbhai Dhanjibhai Lakhani	Independent Director
5.	Mr. Pradeep Champaklal Wadiwala	Independent Director

-I- Key Managerial Personnel of the Company

Following are the Details of Key Managerial Personnel of the Company as on March 31, 2025:

S. No.	Name of the Director	Designation
1.	Mr. Tushar Rohitbhai Pandya	Managing Director & CFO “ ""
2.	Mrs. Rupalben Tushar Pandya	Whole Time Director
3.	Swati Maheshwari	Company Secretary

During the financial year, Ms. Shivani Sharma resigned from the office of Company Secretary with effect from April 17,
2024 and upon the recommendation of the Nomination and Remuneration Committee, Ms. Smita Chaturvedi was
appointed as Company Secretary w.e.f. July 4, 2024, and subsequently she resigned w.e.f. October 11, 2024. Thereafter,
Ms. Karuna Sharma was appointed as Company Secretary W.e.f. October 14, 2024, and resigned w.e.f. March 31, 2025.
Currently, Ms. Swati Maheshwari holds the position of Company Secretary and Compliance Officer of the Company
W.e.f. July 1, 2025.

During the reporting financial year following changes took place in composition of Board of Directors:

a. Re- Appointment of Mr. Tushar Rohitbhai Pandya, who was eligible to retire by rotation, who being eligible
offered himself for re-appointment, in the 37^th Annual General Meeting of the Company held on 28 September,
2024;

b. Re- Appointment of Mr. Ketanbhai Dhanjibhai Lakhani as an Independent Director for a second term of five
consecutive years in the 37^th Annual General Meeting;

c. Re- Appointment of Mr. Pradeep Wadiwala as an Independent Director for a second term of five consecutive years
in the 37^th Annual General Meeting;

d. Re- designation of Mr. Rohitkumar Balvantrai Pandya from Whole Time Director to Non- Executive Director
-1- Re-appointment at the ensuring AGM Retirement of Director by Rotation

In accordance with the provisions of the Companies Act, 2013 and Article 77 of the Articles of Association of the
Company, Mr. Rohitkumar Balvantrai Pandya, Director of the Company shall retire by rotation at the ensuing 38^th AGM
of the Company and being eligible, offers himself for re-appointment.

MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their
program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary
papers, reports, recommendations and supporting documents so that each Board member can actively participate on
agenda items during the meeting.

The Board met 5 (Five) times during the Financial Year 2024-25. The Board Meetings were held of the Company as
follow:

S. No	Date of meeting	Total Number of directors as on the date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	30/04/2024	6	6	100
2	04/07/2024	. 5	5	100
3	04/09/2024	5	5	100
4	14/10/2024	5	5	100
5	28/10/2024	5	5	100
6	22/01/2025 ^	5	5	100

The 37^th Annual General Meeting of the Company was held on 28^th September, 2024.

CONSTITUTION OF VARIOUS COMMITTEES & ITS MEETING

The Board committees play a crucial role in the governance structure of the Company and have been constituted to
deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are
set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be
performed by the members of the Board, as a part of good governance practice.

All decisions and recommendations of the committees are placed before the Board for information or approval. The
minutes of the meetings of all the committees are placed before the Board for their review.

As per the Companies Act, 2013, the Company has currently had 4 (Four) Committees:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholder''s Relationship Committee (SRC).

4. Corporate Social Responsibility Committee(CSR).

The major terms of reference of the Committees, its composition and number of meetings held during the year ended
March 31, 2025 are as follows:

-1- AUDIT COMMITTEE

The Company has duly constituted Audit Committee in accordance of Section 179 of the Companies Act, 2013.

The Composition of the Audit Committee as on 31^st March 2025:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1	Pradeep Champaklal Wadiwala	08490596	Chairperson
2	Ketanbhai Dhanjibhai Lakhani	07098256	Member
3.	Rohitkumar Balvantrai Pandya	06400619	Member

Meetings of the Audit Committee

During the year the Audit Committee met 2 (Two) times. The date of the meetings held during the year ended March 31,
2025 are:

S. No.	Date of meeting	Total Number of directors as on the date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	30/04/2024	3	3	100
2	04/09/2024	3	3	100
3	28/10/2024	3	3	100

In case any person requires more information/ details regarding the Audit Committee the person may access the
Company''s website at the link: http://www.ascomfinance.com/corporate-governance.html.

4- NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration in accordance with Section 178 of the Companies Act,
2013.

Upon cessation of Jayshriben Rajendra Pathak from the Board of the Company, the NRC Committee of the Company was
re-constituted and Mr. Rohitkumar Balvantrai Pandya was appointed as Members of the Committee

Composition of Nomination & Remuneration Committee as on 31^st March 2025:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1.	Pradeep Champaklal Wadiwala	08490596	Chairperson
2.	Ketankumar Dhanjibhai Patel	07098256	Member
3.	Rohitkumar Balvantrai Pandya	06400619	Member

Nomination & Remuneration Policy is updated on the website of the Company i.e. at
http://ascomfinance.com/report/REMUNERATION-POLICY '' ''

Meetings of the Nomination & Remuneration Committee

During the year the Nomination and Remuneration Committee met 2 (Two) time. The date of the meetings held during
the year ended March 31, 2025 are:

S. No.	Date of meeting	Total Number of directors as on the date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	04/07/2024	3	3	100
2	04/09/2024	3	3	100
3	14/10/2024	3	3	100

4- STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Company had duly constituted Stakeholders Relationship Committee in accordance of Section 178 of the
Companies Act, 2013.

The major terms of reference of the Stakeholders Relationship Committee include:

• Consideration & Resolution of the grievances of security holders of the Company;

• Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security
shareholders and issuance of duplicate share certificate, if any

Composition of the Stakeholders Relationship Committee as on 31^st March 2025:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1	Pradeep Champaklal Wadiwala	08490596	Chairman
2	Tushar Rohitbhai Pandya	03264783	Member
3	Rohitkumar Balvantrai Pandya	06400619	Member

Meetings of the Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met 1 (One) time. The date of the meetings held during the
year ended March 31, 2025 are:

S. No.	Date of meeting	T otal Number of directors as on the date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	03/03/2025	3	3	100

i- INDEPENDENT DIRECTORS MEETING

The Independent Directors played active role in Board as well as committee meetings in which they are members.
Keeping in view the provisions the meeting of Independent Directors held on 15 March, 2025, without the presence of
Non-Independent Directors and members of the Management.

They reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the
Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual
Non- Independent Directors and the Chairman.

As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of
the Company.

Sr. No.	Name of member	DIN
1.	Mr. Ketankumar Dhanjibhai Patel	07098256
2.	Mr. Pradeep Champaklal Wadiwala	08490596

PERFORMANCE EVALUATION

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the
relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of
its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its
Committees were evaluated on various parameters such as structure, composition, experience, performance of specific
duties and obligations, quality of decision making and overall effectiveness.

he performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and
contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee
and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 15 March, 2025 performance of non-independent Directors,
performance of the Board as a whole and performance of the Chairman was evaluated.

Criteria for performance evaluation criteria is available on the website of the Company at
http://www.ascomfinance.com/policies.html.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION
178 (3)

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the
Companies Act, 2013.

The Committee has formulated a policy on Director''s appointment and remuneration including recommendation of
remuneration of the key managerial personnel including senior management and other employees, composition and
the criteria for determining qualifications, positive attributes and independence of a director and the policy is available
on the website of the Company i.e. http://www.ascomfinance.com/policies.html.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has
established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees to report
genuine concerns. The vigil mechanism provides for

• adequate safeguards against victimization of persons who use the vigil mechanism; and

• direct access to the Chairperson

of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

No complaint of this nature has been received by the Audit Committee during the year under review.

No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2024-25, no
cases under this mechanism were reported to the Company.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link:
http://ascomfinance.com/report/Whistle-Blower-Policy.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit
Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and
efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and
operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide
for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported
correctly. To further strengthen the internal control process, the Company has developed the very comprehensive
compliance management tool to drill down the responsibility of the compliance from top management to executive.

4- STATUTORY AUDITOR

Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunder, the Members at their Thirty-Six
AGM held on September 29, 2023, had appointed DSI & CO. (ICAI Firm''s Registration Number 127226W) Statutory
Auditors of the Company for a term of five years i.e. from the conclusion Thirty Fifth of AGM till the conclusion of the
Fortieth AGM.

The notes on accounts referred to in the auditors'' report are self-explanatory and therefore don''t call for any further
comments by the Board of Directors.

EXPLANATIONS OR COMMENTS OF THE BOARD ON QUALIFICATIONS). RESERVATIONS) OR ADVERSE
REMARK(S) OR DISCLAIMER MADE BY AUDITOR

4- STATUTORY AUDITOR

The notes on accounts referred to in the Statutory Auditors'' report are self-explanatory and therefore don''t call for any
further comments by the Board of Directors. There are no qualifications or adverse remarks in the Statutory Auditors''
Report which require any clarification or explanation.

4- SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s Anuj Gupta and Associates Practicing Company
Secretaries was appointed as Secretarial Auditors for the financial year 2024-25 and have submitted their Secretarial
Audit Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended
31st March, 2025. The Report forms part of this report as Annexure IV.

Except following, there are no qualifications or adverse remarks in the Secretarial Auditors'' Report which require any
clarification or explanation:

Compliance Requirements	Deviations	Observations/ Remarks by the Secretarial Auditors	Management Response
Regulations 31(1) & 31(4) of the LODR Regulations	The Company failed to classify Saffron Hitech Equipment Pvt. Ltd. as part of its promoter group in the shareholding pattern from March 2022 to September 2023, despite full ownership of Saffron by the company''s promoters.	The Company failed to classify Saffron Hitech Equipment Pvt. Ltd. as part of its promoter group in the shareholding pattern from March 2022 to September 2023, despite full ownership of Saffron by the company''s promoters. Additionally, SEBI imposed a monetary penalty of ^2,00,000, payable within 45 days.	Taken on records and disclosures to stock exchange is being made in compliance thereafter and shall be taken care of in the future.

4- INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s Dharan Shah &
Associates, Chartered Accountants were appointed as Internal Auditors for the period of three financial year
commencing from 2023-24.

There are no qualifications or adverse remarks in the Internal Auditors'' Report which require any clarification or
explanation.

Pursuant to Section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit
Rules) 2014 is not applicable on the Company.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) and sub-Section (14) of the Companies Act, 2013, as amended from time to
time, the Auditors have not reported any incident of fraud to the Company during the year under review.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance of corporate governance provisions shall not apply to the listed entity which has listed its specified
securities on the SME Exchange.

As the Equity Shares of your Company listed on Emerge Platform of National Stock Exchange of India Limited,
therefore the provisions regarding Corporate Governance are not applicable to your Company.

Your Company have complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by Central Government from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report
annexed herewith at Annexure No. V.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with the applicable clauses of Secretarial Standards i.e. SS-1 and SS-2 on Meetings of
the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India.

LISTING

Currently the Equity Shares of the Company are listed on the Emerge Platform of National Stock Exchange of India
Limited and there are no arrears on account of payment of Listing Fees to the Stock Exchange.

RISK MANAGEMENT AND RISK MANAGEMENT POLICY

The Board has adopted a risk management policy where various risks faced by the Company have been identified and
a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk
Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the
Board for identifying the element of risk which, in the opinion of the Board may threaten the existence of the
Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior
Executives of the Company. The object of the Code is to conduct the Company''s business ethically and with
responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in
dealing with the Company, fellow Directors and with the environment in which the Company operates.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the
process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were
raised in the financial year 2024-25.

The details of complaints received or disposed off during the reporting year are as follows:

Number of Sexual Harassment Complaints received		Nil
Number of Sexual Harassment Complaints disposed off		Not Applicable
Number of Sexual Harassment Complaints pending beyond 90 days		Not Applicable

Details of employees as on March 31, 2025 are as under:

Female Employees in the Company			12
Male Employees in the Company			06
Transgender Employees in the Company			Nil
Total no. of employees			18

WEB ADDRESS

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed
with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at
http://www.ascomfinance.com/financial-information.html.

RBI REGULATIONS

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time
to time. The Board of Directors have framed various policies as applicable to the Company including Risk based
internal audit policy. The Board periodically reviews the policies and approves amendments as and when necessary.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

GENERAL

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

-I- There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact
the going concern status of the Company and its future operation, However, Securities and Exchange Board of
India ("SEBI”) passed order dated June 12, 2024 imposed a penalty of Rs. 2,00,000 on the Company for the non¬
inclusion of Saffron Hitech Equipment Private Limited as Promoter and Promoter Group of the Company in the
Shareholding Pattern and other relevant documents.

-1- No fraud has been reported by the Auditors to the Audit Committee or the Board.

-1- As per Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review,
your Company has not issued Sweat equity shares.

-I- As per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review,
your Company has not issued equity shares under the scheme of employee stock option.

-I- As per Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights
exercised directly or indirectly by the employees in respect of shares held by them.

-I- As per Rule 14 of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your
Company has not offered and issued bonus equity shares.

-I- During the Financial Year under review, the Company neither filed any application nor had any proceedings
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the
Company.

-1- As per Rule 8(5)(xii) of Companies (Account) Rules, 2014, during the year under review, the Company has not
any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of
difference between amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors extends its sincere gratitude for the invaluable guidance and support received from all
stakeholders of the Company. This includes the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities
and Exchange Board of India, the BSE, and other regulatory authorities. The Board also acknowledges the continued
trust and support of our bankers, lenders, financial institutions, members, National Securities Depository Limited,
Central Depository Services (India) Limited, and customers.

Furthermore, the Directors commend the unwavering commitment demonstrated by all executives, officers, staff, and
the Senior Management team, which has significantly contributed to the Company''s excellent performance during the
financial year.

Date: September 03, 2025 For & on behalf of

Place: Surat Ascom Leasing & Investments Limited

Sd/- Sd/-

Rupalben Tushar Pandya Tushar Rohitbhai Pandya

Wholetime Director Managing Director

DIN:06396751 DIN: 03264783

---

Mar 31, 2023

The Board of Directors of your Company are pleased to present the Thirty-Sixth (36^th) Annual Report on the business and operations of the Company, italicizing the progress and growth achieved during the year along with Audited Financial Statements with Auditors'' Report thereon, Secretarial Auditor''s Report for the Financial Year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended on 31st March, 2023 is as follows:

Particular	As on 31st March,2023 (In Lakh)	As on 31stMarch, 2022 (In Lakh)
Revenue from Operations	1,215.11	1,244.63
Other Income	-	-
Total Income	1,215.11	1,244.63
Total Expenses	553.27	597.93
Profit Before Tax	661.83	646.70
Extraordinary Items	0.06	-
Less: Income Tax (Current Year)	165.67	159.39
Less: Deferred Tax	-	-
Less: Previous Year Tax	-	-
Profit/(Loss) after tax	496.11	487.30
Earning Per Share	4.24	6.24

The Company has prepared the financial statements in accordance with the generally accepted accounting principles in India (''Indian GAAP'') to comply in all material respects with the notified Accounting Standards (''AS'') under Section 133 of the Companies Act, 2013 (''the Act''), read with rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016. Further, the Company follows the statutory requirements, circulars and guidelines issued by the Reserve Bank of India (RBI) for Non-Banking Financial Companies (NBFC), from time to time to the extent they have an impact on the financial statements and current practices prevailing in India.

RESULTS OF OPERATIONS & STATE OF COMPANY''S AFFAIRS

The management of the Company is putting their best efforts to improve the performance of the Company. During the year, the Company has generated the total Revenue of Rs. 1215.11 Lakhs in comparison to Rs. 1244.63 Lakhs in the previous year. The total expenses for the period under review was Rs.553.27 Lakhs and Company has earned the Net profit (after tax) of Rs. 496.11 Lakhs

The Company''s Capital Adequacy Ratio calculated in line with the Reserve Bank of India (''RBI'') directions for Non-Banking Financial Companies (''NBFCs'') which is well above the minimum regulatory requirement.

CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Business of the Company during the financial year.

CHANGE IN SHARE CAPITAL -I- Authorized Share Capital

During the Financial Year 2022-23, there had no changes in the Authorized Share Capital of the Company. The Authorized Share Capital of the Company is Rs. 15,00,00,000 divided into 1,50,00,000 Equity Shares of Rs. 10/- each.

-I- Paid up Share Capital

During the year, the Company increases its Paid-up share Capital from Rs 78,094,530 /- comprising of 78,09,453 equity shares of Rs. 10/- each to Rs. 11,71,41,790/- comprising of 11,714,179 equity shares of Re. 10 each through issue of bonus equity shares in proportion 1:2 by way of Capitalization of Free Reserves and Securities Premium.

DIVIDEND

Board have considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. Therefore, Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2023.

TRANSFER TO RESERVES

During the year, the Company has transferred Rs. 99.00 Lakhs (20% of the profits are required to be transferred to a Statutory/Special Reserve Account.) to the statutory Reserve as per Section 45-IC of the Reserve Bank of India Act, 1934,

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

During the financial year 2022-23, upon receipt of approval of Members through postal ballot on 20^th February, 2023 of the proposal of Bonus Equity Shares to the existing shareholders of Company in proportion 1:2 and consequently the paid-up equity share capital of the Company increased from Rs 78,094,530 /- comprising of 78,09,453 equity shares of Rs. 10/- each to Rs. 11,71,41,790/-comprising of 11,714,179 equity shares of Re. 10 by way of Capitalization of Free Reserves and Securities Premium.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

DEPOSIT

The Company being non-deposit taking NBFC, has neither accepted any deposits from the public, nor does it have any scheme to invite any such deposits.

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.

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

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

However, the particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business under the Companies Act 2013 and not material under the Listing Regulations and hence did not require members'' prior approval under the Companies Act 2013 and the Listing Regulations.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 are attached as Annexure-I in the Form AOC-2.

The Policy on dealing with related party transactions, as approved by the Board may be accessed on the Company''s website at the link http://ascomfinance.com/report/RPT-Policy

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees to report genuine concerns. The vigil mechanism provides for

• adequate safeguards against victimization of persons who use the vigil mechanism; and

• direct access to the Chairperson

of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. No complaint of this nature has been received by the Audit Committee during the year under review.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company''s website at the link: http://ascomfinance.com/report/Whistle-Blower-Policy.

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

There was no significant order was passed by any regulatory authority or court or tribunal against Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount. The Company is not covered under Section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review.

However, Company has complied all the requirements with respect to CSR till 2021-2022.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION-FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are as under:

(A) Conservation of Energy
Steps taken or impact on conservation of energy		N.A.
The steps taken by the Company for utilizing alternate sources of energy
The capital investment on energy conservation equipment''s
(B) Technology Absorption 1. Efforts made towards technology absorption: N.A. 2. Benefits derived like product improvement, cost reduction, product development or import substitution: N.A. 3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	Details of technology imported	N.A.
	Year of Import
	Has technology been fully absorbed
	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
4.	Expenses incurred on Research and Development During the period under review particulars regarding expenditures on research and development are as under:
	Particulars
	Capital Expenditures
	Recurring Expenditures	N.A.
	Total
	Total Research and development expenses as % of turnover

FOREIGN EXCHANGE EARNINGS AND OIJTGO-

The Foreign Exchange earned in terms of actual inflows during the year- NIL The Foreign Exchange outgo during the year in terms of actual outflows- NIL

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

MANAGEMENT DETAILS/ INFORMATION

-I- Composition of Board Directors

During the financial year, there were no changes in the composition of Board of Directors of the Company.

Following are the Details of Directors on the Board of the Company.

S.No.	Name of the Director	Designation
1.	Mr. TusharPandya	Managing Director & CFO
2.	Mrs. Rupalben Tushar Pandya	Whole Time Director
3.	Mr. Rohitkumar Balvantrai Pandya	Whole Time Director
4.	Mr. Ketanbhai Dhanjibhai Lakhani	Independent Director
5.	Ms. Jayshriben Rajendra Pathak	Independent Director
6.	Mr. Pradeep Champaklal Wadiwala	Independent Director
1	Key Managerial Personnel of the Company
Following are the Details of Key Managerial Personnel of the Company as on 31st March 2023:
S.No.	Name of the Director	Designation
1.	Mr. Tushar Rohitbhai Pandya	Managing Director & CFO
2.	Mrs. Rupalben Tushar Pandya	Whole Time Director
3.	Mr. Rohitkumar Balvantrai Pandya	Whole Time Director
4	Mrs . Shewta Aggarwal	Company Secretary

Mrs. Sweta Vipinchandra Shah, Chief Financial Officer of the Company was resigned from the said post with effect from 1^stSeptember, 2022

The Board of Directors in its meeting held on September 02, 2022 placed on record its appreciation of her performance, knowledge, skills and commitment demonstrated by her during her tenure as Chief Financial Officer of the Company and appointed and nominated Mr. Tushar Rohitbhai Pandya as Chief Financial Officer of the Company on the recommendation of the Nomination and Remuneration Committee with effect from September 02, 2022.

After the closure of financial year, Ms. Shweta Aggarwal resigned from the post of Company Secretary & Compliance Officer of the Company with effect from 21^st June, 2023. Further, Ms. Shivani Sharma appointed as Company Secretary & Compliance Officer of the Company with effect from 21^st June, 2023.

-I- Re-appointment at the ensuing AGM Retirement of Director by Rotation

In accordance with the provisions of the Companies Act, 2013 and Article 77 of the Articles of Association of the Company, Mrs. Rupalben Tushar Pandya Whole Time Director of the Company shall retire by rotation at the ensuing 36^th AGM of the Company and being eligible, offers himself for re-appointment.

Further, The Board recommends their appointment/re-appointment. Brief resume and other particulars of Mrs. Rupalben Tushar Pandya are annexed to the Notice of AGM forming part of this Annual Report.

-I- Performance evaluation

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Direc tors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2023 performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Criteria for performance evaluation criteria is available on the website of the Company at http://www.ascomfinance.com/policies.html

MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met Eight (08) times during the Financial Year 2022-2023. The Board Meetings were held of the Company as follow:

• 20-05-2022

• 16-08-2022

• 02-09-2022

• 03-10-2022

• 12-11-2022

• 20-01-2023

• 22-02-2023

• 07-03-2023

The maximum interval between any two meetings did not exceed 120 days. Following are details of meetings attended by each Directors of Company:

S. No	Name of the Director	No of board Meetings held during the year during his/her tenure as Director	No. of Meetings attended during the year
1.	Mr. TusharRohitbhai Pandya	8	8
2.	Mrs. RupalbenTushar Pandya	8	6
3.	Mr. RohitkumarBalvantrai Pandya	8	7
4.	Mr. KetanbhaiDhanjibhai Lakhani	8	7
5.	Ms. JayshribenRajendra Pathak	8	6
6.	Mr. Pradeep ChampaklalWadiwala	8	8

The 35^th Annual General Meeting of the Company was held on 28^th September, 2022 and conduct an postal ballot for approval of shareholder for issue of Bonus Shares

POUCY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 1 78 (3)

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.

The Committee has formulated a policy on Director''s appointment and remuneration including recommendation of remuneration of the key managerial personnel including senior management and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a director and the policy is available on the website of the Company i.e. http://www.ascomfinance.com/policies.html

CONSTITUTION OF VARIOUS COMMITTEES & ITS MEETING

The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice.

All decisions and recommendations of the committees are placed before the Board for information or approval. The minutes of the meetings of all the committees are placed before the Board for their review.

The Company has currently had 3 (Three) Committees:

1. Audit Committee (AC)

2. Nomination and Remuneration Committee (NRC)

3. Stakeholder''s Relationship Committee (SRC).

The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2023 are as follows:

-I- AUDIT COMMITTEE

The Company has duly constituted Audit Committee in accordance of Section 179 of the Companies Act, 2013.

The Composition of the Audit Committee as on 31^st March 2023:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1	Pradeep Champaklal Wadiwala	08490596	Chairman
2	Ketanbhai Dhanjibhai Lakhani	07098256	Member
3	Jayshriben Rajendra Pathak	08490562	Member
4.	Rohitkumar Balvantrai Pandya	06400619	Member

Meetings of the Audit Committee

During the year the Audit Committee met 4 (Four) times. The date of the meetings held during the year ended March 31, 2023 are:

• 20.05.2022

• 02-09-2022

• 03-10-2022

• 12-11-2022

Following are details of meetings attended by each Directors/ Member of Audit Committee:

S.No.	Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Attendance
			Number of Members entitled to Attend	No. of Members Attended
1.	20.05.2022	4	4	3
2.	02.09.2022	4	4	4
3.	03.10.2022	4	4	4
4.	12.11.2022	4	4	4

In case any person requires more information/ details regarding the Audit Committee the person may access the Company''s website at the link: http://www.ascomfinance.com/corporate-governance.html

4- NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination & Remuneration in accordance of Section 178 of the Companies Act, 2013.

Composition of Nomination & Remuneration Committee as on 31^st March 2023:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1.	Pradeep Champaklal Wadiwala	08490596	Chairman
2.	Ketanbhai Dhanjibhai Lakhani	07098256	Member
3.	Jayshriben Rajendra Pathak	08490562	Member

Nomination & Remuneration Policy is updated on the website of the Company i.e. at http://ascomfinance.com/report/REMUNERATION-POLICY

Meetings of the Nomination & Remuneration Committee

During the year the Nomination and Remuneration Committee met 1 (One) time. The date of the meetings held during the year ended March 31, 2023 are:

• 02.09.2022

Following are details of meetings attended by each Directors/ Member of Nomination & Remuneration:

S.No.	D Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Attendance
			Number of Members entitled to Attend	No. of Members Attended
1.	02.09.2022	3	3	3

4- STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Company had duly constituted Stakeholders Relationship Committee in accordance of Section 178 of the Companies Act, 2013.

The major terms of reference of the Stakeholders Relationship Committee include:

• Consideration & Resolution of the grievances of security holders of the Company;

• Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security shareholders and issuance of duplicate share certificate, if any

Composition of the Stakeholders Relationship Committee as on 31^st March 2023:

Sr.	Name of the Director	DIN	Position in the
No.			Committee
1	Pradeep Champaklal Wadiwalal	08490596	Chairman
2	Tushar Rohitbhai Pandya	03264783	Member
3	Rohitkumar Balvantrai Pandya	06400619	Member

Meetings of the Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met 1 (One) time. The date of the meetings held during the year ended March 31, 2022 are:

• 07.01.2023

Following are details of meetings attended by each Directors/ Member of Stakeholders Relationship Committee:

S.No.	Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Attendance
			Number of Members entitled to Attend	No. of Members Attended
1.	07.01.2023	3	3	3

-I- INDEPENDENT DIRECTORS MEETING

The Independent Directors played active role in Board as well as committee meetings in which they are members. Keeping in view the provisions the meeting of Independent Directors held on 31^st March, 2023, without the presence of Non-Independent Directors and members of the Management.

They reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non- Independent Directors and the Chairman.

As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of the Company.

Sr. No.	Name of member	DIN
1.	Mr. Ketanbhai Dhanjibhai Lakhani	07098256
2.	Ms. Jayshriben Rajendra Pathak	08490562
3.	Mr. Pradeep Champaklal Wadiwala	08490596

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 and loss 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.

e) the Directors have laid down internal financial 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 were adequate and operating effectively.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed in Annexure II.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with the applicable clauses of Secretarial Standards i.e. SS-1 and SS-2 on Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India.

LISTING

Currently the Equity Shares of the Company are listed on Emerge platform of National Stock Exchange of India Limited (NSE) and there are no arrears on account of payment of Listing Fees to the Stock Exchange.

AUDITORS & AUDITORS REPORT:4- STATUTORY AUDITOR

Pursuant to the provisions of Section 139 (2) of the Act and the rules made thereunder, the Members at their Thirty-Five AGM held on September 28, 2022, had appointed DSI & CO. (ICAI Firm''s Registration Number 127226W) Statutory Auditors of the Company for a term of five years i.e. from the conclusion Thirty Fifth of AGM till the conclusion of the Forty AGM.

The notes on accounts referred to in the auditors'' report are self-explanatory and therefore don''t call for any further comments by the Board of Directors.

EXPLANATIONS OR COMMENTS OF THE BOARD ON QUALIFICATION(S). RESERVATIONS) OR ADVERSE REMARK(S) OR DISCLAIMER MADE BY STATUTORY AUDITOR

The Statutory Auditor in its Report: The notes on accounts referred to in the auditors'' report are self-explanatory and therefore don''t call for any further comments by the Board of Directors. During

the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.

4- SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s Pawan Mahur & Associate Practicing Company Secretaries was appointed as Secretarial Auditors for the financial year 2022-23 and have submitted their Secretarial Audit Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March, 2023. The Report forms part of this report as Annexure III.

-I- INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s Dharan Shah &Associates, Chartered Accountants were appointed as Internal Auditors for the period of three financial year commencing from 2022-23.

-I- COST AUDITORS

Pursuant to Section 148 (3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014 is not applicable on the Company.

INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) and sub-Section (14) of the Companies Act, 2013, as amended from time to time, the Auditors have not reported any incident of fraud to the Company during the year under review.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance of corporate governance provisions shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

As the Equity Shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited, therefore the provisions regarding Corporate Governance are not applicable to your Company.

Your Company have complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. IV.

RISK MANAGEMENT AND RISK MANAGEMENT POLICY

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company''s business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one''s conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2022-23.

ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at http://www.ascomfinance.com/financial-information.html

RBI REGULATIONS

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time. The Board of Directors have framed various policies as applicable to the Company including Risk based internal audit policy. The Board periodically reviews the policies and approves amendments as and when necessary.

GENERAL

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

-I- There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation -I- No fraud has been reported by the Auditors to the Audit Committee or the Board.

-I- There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

-I- As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

-I- As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

-I- As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

ACKNOWLEDGEMENT

Your directors pay their sincere gratitude to the Company''s employees, customers, vendors, investors, Business Constituents, Shareholders and academic institutions for their Co-operation and continuous support. The Directors also thank the Government of India and concerned government departments / agencies for their co-operation.