Your directors have the pleasure in presenting the Fortieth Annual Report together with the
audited accounts of the company for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2024 is
summarized below: -

FINANCIAL REVIEW

During the year under review, the total income of the Company was INR 54.45 lakhs as
against INR 48.86 lakhs in the previous year. The Company was able to earn a profit after
tax of INR lakhs 20.46 lakhs in the current financial year as against a profit of INR 19.56
lakhs in the financial year 2022-23. Your Directors are putting in their best efforts to
improve the performance of the Company.

SHARE CAPITAL

During the year, there was no change in the Company’s authorized, issued, subscribed and
paid-up equity share capital.

Ý AUTHORIZED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2024 is Rs,

5.25.00. 000/- divided into 52,50,000 equity shares of Rs.10/- each.

Ý ISSUED AND PAID UP CAPITAL:

The Paid up Share Capital of the Company as on March 31, 2024 is Rs.

3.09.20.000, /- divided into 30,92,000 Equity shares having face value of Rs.10/-
each fully paid.

During the year under review, the Company has not issued any shares with differential voting
rights, neither granted any stock options nor sweat equity.

There is no scheme in the Company to finance any employee to purchase shares of the
company.

TRANSFER TO RESERVES & SURPLUS

Your company has transferred an amount of Rs. 391.222/- (P.Y. Rs. 363.571/-) for current
year towards “Special Reserve Account” as required under the provisions of Section 29C of
the NHB Act, 1987 read with Section 36 (1) (viii) of Income Tax Act, 1961 and the same has
been shown under the head Special Reserve Account under Note No. 13 of Reserve and
Surplus, as per the requirement under section 45-IC of the Reserve Bank of India Act, 1934.

i.e. 20% of Profit after Tax.

DEPOSITS

During the financial year 2023-2024, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

• Mr. Hanuman Govind Patel, Company Secretary and Compliance Officer of the
Company resigned w.e.f. March 31, 2024

• Mr. Prateek Sharma was appointed as the Company Secretary and Compliance Officer of
the Company w.e.f. June 01, 2024.

• Mr. Siddharth Bhikchand Bhansali, Chief Financial Officer of the Company resigned
w.e.f. June 05, 2024.

Below are the details of the Statutory Auditor and Internal Auditor of the Company:

STATUTORY AUDITOR INTERNAL AUDITOR (w.e.f 27.05.2024)

M/s Shankarlal Jain & Associates LLP Mr. Bhaskar Jha

Chartered Accountants Flat No.4077, Near Mewar University,

12, Engineer Building, 265, Sector -4/C, Vasundhara,

Princess Street, Mumbai - 400002 Ghaziabad - 201012

There are no other material changes and commitments, affecting the financial position of the
Company which has occurred between the end of the financial year i.e. March 31, 2024 and
the date of this Directors’ Report i.e. August 02, 2024.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits
into the business of the Company, thus no dividend is being recommended for this year.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY (INCLUDING JOINT
VENTURE)

SKC Investment Advisors Pvt. Ltd. is a holding company.

During the financial year 2023-24, no entity became or ceased to be a subsidiary, joint
venture or associate of the Company. Accordingly, a statement containing the salient feature
of the financial statement of a company’s subsidiary or subsidiaries, associate company or
companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on the
website www.asiacapital.in,

CHANGE IN THE NATURE OF BUSINESS

There has been no major change in the nature of business of your Company during the
financial year 2023-24. Further, since there is no subsidiary, joint venture and associate
company, there is no question for mentioning change in the nature of business of such
companies.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013, all the
independent directors are non-rotational. The details of the familiarization programmes for
Independent Directors are disclosed on the Company’s website - www.asiacapital.in.

A. CHANGES IN DIRECTORS AND KMP

During the year under review, there are no changes in the Board.

The composition of the Board is in accordance with the provisions of the Act. As on March
31, 2024, following are the directors on the Board of the Company:

None of the directors of the Company are disqualified as per the provisions of section 164(2)
of the Act. The directors of the Company have made necessary disclosures, as required under
various provisions of the Act.

B. KEY MANAGERIAL PERSONNEL (KMP)

In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key
Managerial Personnel of your Company by the Board:-

As on 31^st March 2024, the Company had following KMPs:

*Siddharth Bhikchand Bhansali resigned w.e.f June 05, 2024
** Hanuman Govind Patel resigned w.e.f March 31, 2024
*** Mr. Prateek Sharma is appointed w.e.f. June 01, 2024

C. DIRECTOR LIABLE TO RETIRE BY ROTATION

Mr. Manoj Kumar Jain, Director of the Company is liable to retire by rotation in this Annual
General Meeting as per the Section 152 (6) of the Companies Act, 2013 and being eligible to
offer himself for re-appointment. The Directors have recommended his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management
personnel of the Company and the Independent Directors as per Schedule-IV of the
Companies Act, 2013 which is available on the Company’s website www.asiacapital.in. All

Board Members and Senior Management personnel have affirmed compliance with the Code
of Conduct. The Chairman of the Company has also confirmed and certified the same.

The certification as per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed at the end of the Report on Corporate
Governance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Section 149 (6)
of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed
that they have complied with the Code for Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board of Directors of your Company are as below:

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of independent directors, Board of Directors and Committees of the Board. The
criteria for performance evaluation is based on the various parameters like attendance and
participation at meetings of the Board and Committees thereof, contribution to strategic
decision making, review of risk assessment and risk mitigation, review of financial
statements, business performance and contribution to the enhancement of brand image of the
Company. The Board has carried out evaluation of its own performance as well as that of the
Committees of the Board and all the Directors.

NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the Section 178 of the Companies Act, 2013 read with the rules
mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of the Company has formulated the Nomination
and Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. The Policy includes criteria for determining positive attributes,

qualifications, independence of a director, Board diversity, remuneration and other matters
provided u/s 178 (3).

The Nomination and Remuneration Policy, covering the policy on appointment and
remuneration of Directors, Key Managerial Personnel etc. and other matters is placed on the
website of the Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in
line with the delegated authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

The present Composition of the Committee of the Board of Directors of the Company is as
below:

Audit Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director)

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Nirav Laxmichand Mamniya-Member (Independent Director)

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit Committee were accepted by the
Board.

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

The information on the conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-I to this
Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under the Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of Directors/employees of your Company is set out in Annexure-II to this
Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/ transactions entered into by the Company during the financial
year with the related parties were on arm length’s basis and in the ordinary course of business
of the Company.

The details of material contracts required to be disclosed pursuant to Section 134(3) (h) of the
Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in
Annexure- III.

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has in place a policy on
related party transactions as approved by the Board and the same is available on the website
of the Company: www.asiacapital.in.

Further, details of Related Party Transactions as required to be disclosed by Ind AS- 24 on
“Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014, are given in the Note 23 to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and
security provided is exempted under the provisions of Section 186(11) of the Act.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1) of
the Companies (Management and Administration) Rules, 2014, the extract of the Annual
Return in is available on the website of the Company at https://www.asiacapital.in/annual-
return.html.

AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, the present
statutory auditors of the Company shall hold office for a period of 5 years i.e. from the
conclusion of the 36^th Annual General Meeting till the conclusion of the 41^st Annual General
Meeting of the Company.

The Auditor’s Report for the financial year 2023-24, does not contain any qualification,
observation or adverse remarks and accordingly, no comments are required by your Board of
Directors on the same.

Further, no fraud was reported by the auditors of the Company under Section 143(12) of the
Companies Act, 2013.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed Mrs. Pranita Lakhani, Practicing Company Secretary had undertaken a
secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report
provided by the Secretarial Auditors is annexed as Annexure-IV to this Report.

The Secretarial Auditor’s Report for the financial year 2023-24, does not contain any
qualification, observation or adverse remarks and accordingly, no comments are required by
your Board of Directors on the same.

C. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL
FINANCIAL CONTROLS

The Company has a proper and adequate system of internal controls. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded and
protected against loss from unauthorized use or disposition. The Company has an Internal
Control System, commensurate with the size, scale and complexity of its operations.

Pursuant to Section 138 of the Companies Act, 2013, Mr. Bhaskar Jha has been appointed as
the Internal Auditor of the Company w.e.f. from May, 27 2024 for the F.Y. 2024-25-. The
Internal Auditor monitors the compliance with the objective of providing to the Board of
Directors an independent and reasonable assurance on the adequacy and effectiveness of the
organization’s governance processes.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to
managing the risks proactively and efficiently. Your Company periodically assesses risks in
the internal and external environment. Your Company, through its risk management process,
strives to contain the impact and likelihood of the risks within the risk appetite as decided by
the management.

There are no risks which in the opinion of the Board threaten the existence of the Company.
The Risk Management Policy of the Company is available on the website of the Company.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions
of Section 148(1) of the Act is not applicable for the business activities carried out by the
Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents fairly and transparently
by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics
policy. A copy of the vigil mechanism policy is uploaded on the website of the company:
www.asiacapital.in,

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report are annexed as
Annexure-V to this Report.

CORPORATE GOVERNANCE

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t)
of Sub Regulation (2) of Regulation 46 and Para C, D and E Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance
are not applicable to the Company as the Company’s paid-up equity share capital did not
exceed Rs.10 Crores and net worth Rs. 25 Crores as on the last day of the previous financial
year ended March 31, 2024.

However, as a matter of good governance, the Company has prepared Corporate Governance
Report and annexed the same to the Directors Report.

Further: -

1. Report on Corporate Governance

2. Certificate on compliance of conditions of corporate governance as per the provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

3. Certificate of Non-Disqualification of Directors (pursuant to Regulation 34(3) and
Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors,
senior management personnel, persons forming part of a promoter(s)/promoter group(s) and
such other designated employees of the Company, who are expected to have access to
unpublished price sensitive information relating to the Company. The Directors, their
relatives, senior management personnel, persons forming part of a promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in the
shares of the Company while in possession of unpublished price sensitive information about
the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can
be accessed on the company’s website-www.asiacapital.in.

Ý Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information

Ý Code of Conduct for Prevention of Insider Trading
CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of following items
as there were no transactions and also the Company is not falling under the eligibility criteria
prescribed by the following sections and rules made thereunder during the year under review:

1. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end
of the financial year.

2. 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, there are no significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company and its operations in
the future.

DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT
NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING)
COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2015

There was no auction conducted by the Company during the financial year 2023-24 in respect
of defaulters in any loan accounts.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards and Schedule-Ill of the Companies Act, 2013, have been
followed and there are no material departures from the same;

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 your Company as at March 31, 2024 and of the profit and
loss of the Company for the financial year ended March 31, 2024;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited under script code 538777. The listing
fee for the financial year 2023-24 has been paid to BSE Limited.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its
employees.

Your Directors further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Rederessal) Act, 2013

AFFIRMATION ON COMPLIANCE WITH APPLICABLE SECRETARIAL
STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I
& II issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The directors wish to thank the company’s customers, vehicle manufacturers, vehicle dealers,
channel partners, banks, mutual funds, rating agencies and shareholders for their continued
support.

The Board of Directors also places on record its sincere appreciation of the commitment and
hard work put in by the Management and the employees of the Company.

By the order of the Board
For Asia Capital Limited

Sd/

Place: Mumbai Santosh Suresh Choudhary

Date: 02^nd August 2024 Chairman & Managing Director

DIN: 05245122