Ashima Ltd — Annual Report 2024

Jul 24, 2024

JAYESH Digitally signed by JAYESH CHAMPAKLAL CHAMPAK BHAYANI Date: 2024.07.24 LAL 15:13:16 +05'30' Adobe Acrobat version: BHAYANI 11.0.23

41st Annual Report 2023-24

ASHIMA LIMITED

Corporate Information

BOARD OF DIRECTORS

Mr. Chintan N. Parikh - Chairman & Managing Director Mr. Krishnachintan C. Parikh - Executive Director Mr. Shrikant S. Pareek - Director (Operations) Dr. Bakul H. Dholakia - Independent Director Mrs. Koushlya V. Melwani - Independent Director Mr. Neeraj Golas - Independent Director Mr. Sanjay S. Majmudar - Independent Director Mr. Nilesh Mehta - Independent Director (w.e.f. May 25, 2024)

CHIEF FINANCIAL OFFICER

Mr. Hiren S. Mahadevia (upto June 30, 2023) Mr. Jayesh C. Bhayani (w.e.f. July 26, 2023)

COMPANY SECRETARY ,

Ms. Shweta Sultania (upto May 31, 2024)

STATUTORY AUDITORS

M/s Mukesh M. Shah & Co. Chartered Accountants Ahmedabad

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Private Limited 506-508, Amarnath Business Centre (ABC-1), Beside Gala Business Centre, Near St. Xavier’s College Corner Off. C. G. Road, Ellisbridge, Ahmedabad-380006, Gujarat Phone & Fax No. 079-26465179 / 86 /87 E-Mail : ahmedabad@linkintime.co.in Website: www.linkintime.co.in

SECRETARIAL AUDITOR

INTERNAL AUDITORS

M/s. Dhirubhai Shah & Co LLP Chartered Accountants Ahmedabad

Mr. Tapan Shah Company Secretary Ahmedabad

COST AUDITORS

SHARES LISTED ON STOCK EXCHANGES

BSE Ltd. National Stock Exchange of India Ltd.

M/s Ankit Sheth & Co. Cost Accountants Gandhinagar

BANKERS

Axis Bank Ltd. ICICI Bank Ltd.

ISIN

INE440A01010

REGISTERED OFFICE & WORKS

Texcellence Complex, Khokhara – Mehmedabad, Ahmedabad – 380 021, Gujarat Tel. No. : 079-67777000 Email: texcellence@ashima.in Website: www.ashima.in CIN: L99999GJ1982PLC005253

CONTENTS

Notice ....................................................................01 Chairman’s Statement ..........................................17 Board’s Report .......................................................19 Corporate Governance Report ..............................35 Management Discussion and Analysis ................55 Independent Auditors’ Report ..............................59 Balance Sheet .......................................................70 Statement of Profit & Loss ..................................71 Cash Flow Statement ...........................................73 Notes to the Financial Statements .....................75

Annual Report 2023-24

NOTICE

Notice is hereby given that the 41[st] ANNUAL GENERAL MEETING (AGM) of ASHIMA LIMITED will be held on Saturday, August 17, 2024 at 11:30 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at Texcellence Complex, Khokhara-Mehmedabad, Ahmedabad – 380021.

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2024 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Chintan N. Parikh, Chairman and Managing Director (DIN: 00155225), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:-

3. Appointment of Mr. Nilesh Bansilal Mehta (DIN: 00199071) as an Independent Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Act (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force), the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), Mr. Nilesh Bansilal Mehta (DIN: 00199071) who was appointed as an Additional Director of the Company in the category of Non-Executive Independent Director w.e.f. May 25, 2024 for a period of 5 years, pursuant to Section 161(1) of the Act and Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and from whom the Company has received a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and also declared that he has not been debarred by SEBI/ MCA or any other authority from holding the office of Director or continuing as a Director of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, be and is hereby appointed as an Independent Director of the Company, for a period of five (5) consecutive years commencing from May 25, 2024 to May 24, 2029 and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors / Committee constituted by the Board or any Key Managerial Personnel of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution.”

4. Approval of payment of remuneration to Independent Directors of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Association, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for payment of yearly remuneration of ` 2,50,000/- (Rupees Two Lakhs Fifty Thousand only) to each Independent Director of the Company, in addition to sitting fees being paid to them for attending the meeting of the Board and its Committees, for a period of 3 years from April 01, 2024 to March 31, 2027, in such manner and up to such extent as the Board of Directors of the Company may, from time to time, determine.

1

ASHIMA LIMITED

RESOLVED FURTHER THAT notwithstanding anything contained to the contrary in the Companies Act, 2013, wherein any financial year the Company has no profits or has inadequate profit, the independent directors be paid minimum remuneration or such remuneration as may be approved by the Board within the ceiling prescribed under Schedule V of the Companies Act, 2013 or any modification or re-enactment thereof at relevant time, without any further reference to the Company in General Meeting.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to take all actions and do all such deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.”

5. Ratification of remuneration of Cost Auditor.

To consider and if though fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of ` 85,000/- (Rupees Eighty Five Thousand only) exclusive of applicable taxes and other applicable levies and reimbursement of out of pocket expenses incurred by them in connection with the audit, payable to M/s. Ankit Sheth & Co., Cost Accountants (Firm Registration No. 102785), appointed by the Board of Directors of the Company as Cost Auditor, to conduct the audit of cost records maintained by the Company for the financial year 2024-25, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors / Committee constituted by the Board or any Key Managerial Personnel of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be considered necessary, proper or expedient to give effect to this resolution.”

Registered Office:

Texcellence Complex, Khokhara-Mehmedabad Ahmedabad – 380 021 Date: May 25, 2024 Place: Ahmedabad

By Order of the Board of Directors

Shweta Sultania Company Secretary & Compliance Officer Membership No.: ACS 22290

Notes:

1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, in respect of the businesses under Item No. 3 to 5 of the accompanying notice is annexed hereto. The relevant details of the persons seeking appointment / re-appointment as Director are also annexed to this Notice.

2. The Ministry of Corporate Affairs, Government of India (“MCA”) has vide its General Circular 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No.02/2021 dated January 13, 2021, General Circular No. 2/2022 dated May 05, 2022, General Circular No.10/2022 dated December 28, 2022 and General Circular No.09/2023 dated 25.09.2023 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM” or “Meeting”) through Video Conferencing facility/ Other Audio Visual Means (“VC/OAVM”) without the physical presence of the Members at a common venue. Accordingly, the 41st AGM of the Company is being held through VC/OAVM.

Securities and Exchange Board of India (“SEBI”) vide its circular no. circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 provided relaxation from

2

Annual Report 2023-24

Regulation 36 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“LODR Regulations”) regarding sending hard copy of annual report containing salient features of all the documents prescribed under Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and also dispensed with the requirement of sending proxy forms under Regulation 44(4) of the LODR Regulations till September 30, 2024 in case of Annual General Meetings held through electronic mode only.

3. In line with the aforesaid MCA Circulars and SEBI Circulars, the Notice of AGM (“Notice”) along with Annual Report for the financial year 2023-24 shall be sent only through electronic mode to those members whose email IDs are registered with the company/depository participant(s). Members may note that Notice and Annual Report 2023-24 has been uploaded on the website of the Company at www.ashima.in. Notice and Annual Report can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-voting facility) at www.evotingindia.com.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

5. Corporate Members are encouraged to attend the AGM through their Authorized Representatives. They are requested to send by email, a certified copy of the Board Resolution/ Authorisation Letter authorizing their representatives to attend and vote on their behalf in the Meeting. The said Resolution / Authorisation letter shall be sent to the Scrutinizer by email through its registered email address to scrutinizer@tapan. shah.in or investor_redressel@ashima.in with a copy marked to helpdesk.evoting@cdslindia.com.

6. Since the AGM is being held through VC /OAVM in accordance with the aforesaid Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

7. Members holding shares in physical form are requested to intimate any change of address and / or bank mandate to Link Intime India Pvt. Ltd. or Secretarial Department of the Company immediately. In case shares are held in dematerialized form, the information regarding change of address and bank particulars should be given to their respective Depository Participant.

8. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode.

9. The Members can join the AGM through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

10. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination. The aforesaid communication is also available on the website of the Company. Attention of the Members holding shares of the Company in physical form is invited to the said important communication under the weblink at https://ashima.in/wp-content/ uploads/2023/04/Shareholders-holding-shares-in-physical-form.pdf

3

ASHIMA LIMITED

11. INSTRUCTIONS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• i. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the aforesaid MCA Circulars and SEBI Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL), as the Authorised e-voting agency for facilitating voting through electronic means. The facility of casting votes by a member using remote e-voting as well as e-voting system on the date of the AGM will be provided by CDSL.

• ii. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Saturday, August 10, 2024, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the cut-off date, shall treat this Notice as intimation only.

• iii. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the AGM and prior to the cut-off date i.e. Saturday, August 10, 2024, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned in this part.

• iv. The remote e-voting will commence on Wednesday, August 14, 2024 at 9.00 a.m. and will end on Friday, August 16, 2024 at 5.00 p.m. During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

• v. Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.

• vi. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.

• vii. The Company has appointed Mr. Tapan Shah, Practising Company Secretary (Membership No. FCS: 4476; CP No: 2839), to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the AGM, in a fair and transparent manner.

• viii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

4

Annual Report 2023-24

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

shareholders holding	securities in Demat mode is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. 2) Afer successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. Additionally, there is also link provided to access the system of all e-Voting service providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, the option to register is available at CDSL websitewww.cdslindia.comand click on login and New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile & email id as recorded in the Demat Account. Afer successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. Afer successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful authentication, you will be redirected to NSDL Depositor site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting and votingduringthe meeting.

5

ASHIMA LIMITED

Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through theirDepositor Participants (DP)

You can also login using the login credentials of your demat account through your Depositor Participant registered with NSDL/CDSL for e-voting facility. Afer successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depositor site afer successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider’s website for casting your vote during the remote e-voting period or joining virtual meeting and votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned websites.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

1. Login method for e-voting and joining virtual meeting for physical shareholders and shareholders other than individual shareholders holding in demat form.

2. 1) The shareholders should log on to the e-voting website www.evotingindia.com.

3. 2) Click on “Shareholders” module.

4. 3) Now enter your User ID

   • a. For CDSL: 16 digits beneficiary ID,

   • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

   • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

5. 4) Next enter the Image Verification as displayed and Click on Login.

6. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6

Annual Report 2023-24

• 6) If you are a first-time user follow the steps given below:

	For physical shareholders and other than individual shareholders holding shares in demat form
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depositor Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depositor or company, please enter the member id / folio number in the Dividend Bank details feld.

• 7) After entering these details appropriately, click on “SUBMIT” tab.

• 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• 9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• 10) Click on the EVSN of Ashima Limited on which you choose to vote.

• 11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• 12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• 13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• 14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• 15) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.

• 16) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

• 17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to Scrutiniser for verification.

• 18) Additional Facility for non – individual shareholders and custodians – remote voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

7

ASHIMA LIMITED

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively non individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; scrutinizer@tapanshah.in and investor_redressel@ashima.in, if they have voted from individual tab and not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

13. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting and e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for remote e-voting.

3. Shareholders who have voted through remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through desktops/ laptops / tablets for better experience.

5. Further shareholders will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

6. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investor_redressel@ashima.in. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investor_redressel@ashima.in. These queries will be replied to by the company suitably by email.

8. Only those shareholders who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

10. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

8

Annual Report 2023-24

14. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDs ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

1. For physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For individual demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

15. If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-voting system, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 22 55 33.

16. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www. ashima.in and on the website of CDSL at www.cdslindia.com not later than two working days of the conclusion of the 41st Annual General Meeting of the Company and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.

17. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

18. Contact Details:

Company	:	Ashima Limited Regd. Ofce: Texcellence Complex, Khokhara-Mehmedabad, Ahmedabad-380 021, Gujarat Tel No. : +91 79 67777000 Email Id : investor_redressel@ashima.in Website : www.ashima.in
Registrar & Share Transfer Agent		Link Intime India Pvt. Ltd. 5thfoor, 506 to 508, Amarnath Business Centre – (ABC-1) Beside Gala Business Centre, Near St. Xavier’s College Corner, Of C G Road, Navarangpura, Ahmedabad – 380009 Tel. No. +91 79 26465179 /86 / 87 Email Id:ahmedabad@linkintime.co.in; Website :www.linkintime.co.in
E-voting Agency		Central Depositor Services (India) Ltd. E-Mail ID:helpdesk.evoting@cdslindia.com
Scrutinizer		Mr. Tapan Shah, Practising Company Secretar Email ID: scrutinizer@tapanshah.in

9

ASHIMA LIMITED

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS SECTION 102 OF THE COMPANIES ACT, 2013.

Item no. 3:

On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has at its meeting held on May 25, 2024, approved the appointment of Mr. Nilesh Bansilal Mehta (DIN: 00199071) as an Additional Director of the Company pursuant to Section 161(1) of the Act, in the category of Non-Executive Independent Director w.e.f. May 25, 2024 for a period of 5 consecutive years commencing from May 25, 2024 to May 24, 2029. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

Mr. Nilesh Bansilal Mehta (DIN: 00199071) as an Additional Director of the Company holds office up to the date of this Annual General Meeting of the Company.

Mr. Nilesh Bansilal Mehta is not suffering from any disqualifications in terms of Section 164 of the Act and he has provided a declaration that he meets the criteria of independence as prescribed under Section 149(6) of the Act and as per Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). He has also furnished a declaration that he is not debarred or disqualified from being appointed or continuing as director of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The Board has formed an opinion that he fulfills the conditions specified in the Act and the rules made thereunder and is independent of the management of the Company.

In compliance with the provisions of Sections 149 and 152 of the Act read with Rules framed thereunder and read with Schedule IV of the Act, the appointment of Mr. Nilesh Bansilal Mehta as an Independent Director is being placed before the Members for their approval.

Mr. Nilesh Mehta, 62, is a Chartered Accountant and a management graduate from the Indian Institute of Management, Ahmedabad. He holds a Bachelors of Commerce from Gujarat University. He has over forty years of experience in investing, financial services and business strategy – of which more than twenty years are in direct private equity investing. He is co-founder and Managing partner of Access India Fund-1. Prior to founding Access, he was part of the founding team in India at Aureos, which managed SME private equity funds across developing economies. He has also earlier founded Infinity II, a technology fund, and also managed unlisted investments at Meghraj Financial. He is Charter Member of TiE, Mumbai. Mr. Mehta also sits on the Boards of a few public and private limited companies and is one of the founder trustees of Aavishkaar Micro Venture Fund, set up to invest in socially relevant, sustainable and scalable rural businesses.

Looking to his vast experience and knowledge, it will be in the interest of the Company to appoint him as an Independent Director of the Company.

The copy of the draft appointment letter setting out the terms and conditions of the appointment of Mr. Nilesh Bansilal Mehta is open for inspection by the Members in electronic mode up to the date of 41st Annual General Meeting. Members can inspect the same by sending an email to the Company through their registered email id at investor_redressel@ashima.in

The Board of Directors recommends the Special Resolution as set out at Item no. 3 of this Notice for the approval of the members.

Except Mr. Nilesh Bansilal Mehta and his relatives, none of the other Directors, Key Managerial Personnel and their relatives are in any way concerned or interested, financially or otherwise, in the proposed resolution.

Item no. 4:

Considering the expertise of Independent Directors of the Company, time spent, efforts made and their contribution to the Company and responsibility for Corporate Governance, on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company has, at its meeting held on May 25, 2024, approved the payment of yearly commission/remuneration of ` 2,50,000/- to each Independent Director of the Company, in addition to sitting fees and other expenses being paid to them for attending the meetings of the Board and its committees, subject to the permissible limit applicable to the Company under the provisions of the Companies Act, 2013.

Further, pursuant to Section 197 of the Act and Schedule V, in the event of absence or inadequacy of profits (as calculated under Section 198 the Act) in any financial year, the Company can pay a managerial remuneration to

10

Annual Report 2023-24

its Directors including any Managing Director or Whole-time Director or Manager or any other Non-executive Director, including Independent Director, a sum not exceeding the limits prescribed under said Schedule V subject to the following conditions:

• a) Payment of such minimum remuneration is approved by way of a resolution passed by the Nomination and Remuneration Committee and by the Board of Directors;

• b) The Company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, and in case of default, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the Company before obtaining the approval in the general meeting;

• c) Approval of Shareholders is required for payment of remuneration that is within the Schedule V limits; and

d) Such approval of shareholders shall be valid for a period not exceeding 3 years. Accordingly, the Board of Directors have proposed to seek approval for payment of minimum remuneration (within the limits as specified under Schedule V of the Act) to its Independent Directors for a period of 3 years from the financial year commencing from April 01, 2024 in the event of absence or inadequacy of profits, in any of the three financial years.

Accordingly, the approval of the shareholders is being sought by way of a Special Resolution for payment of yearly remuneration in the form of commission or otherwise (within the limits as specified under Schedule V of the Act) of ` 2,50,000/- to each Independent Director or minimum remuneration as per Schedule V of the Act in the event of absence or inadequacy of profits for a period of 3 years from the financial year commencing from April 01, 2024 as per proposed resolution at Item no. 4 of this Notice.

All Independent Directors of the Company may be deemed to be concerned or interested in this resolution to the extent of the commission/remuneration that may be paid / payable to them from time to time and none of the other Directors or Key Managerial Personnel or their relatives is, in anyway, concerned or interested in the said resolution.

Item no. 5:

The Company is required to have its cost records audited by a Cost Accountant in Practice. Accordingly, the Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Ankit Sheth & Co., Cost Accountants, to conduct the audit of the cost records of the Company for the Financial Year 2024-25 at a remuneration of `85,000/- exclusive of applicable taxes and other applicable levies and reimbursement of out-of-pocket expenses incurred by the Cost Auditors in connection with the said audit.

In terms of the provisions of Section148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditor is required to be ratified by members of the Company. Accordingly, the members are requested to pass an Ordinary Resolution as set out at Item no. 5 of the Notice for ratification of the payment of remuneration to the Cost Auditor for the Financial Year 2024-25.

The Board of Directors recommends the Ordinary Resolution as set out at Item No. 5 of this Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Registered Office: By Order of the Board of Directors Texcellence Complex, Khokhara-Mehmedabad Ahmedabad – 380 021 Shweta Sultania Date: May 25, 2024 Company Secretary & Compliance Officer Place: Ahmedabad Membership No.: ACS 22290

11

ASHIMA LIMITED

ANNEXURE TO ITEM 2 AND 3 TO THE AGM NOTICE DATED 25.05.2024

Details of Directors seeking Appointment /Re-appointment

(Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Schedule V and Secretarial Standard - 2 on General Meeting issued by the Institute of Company Secretaries of India)

Item No: 2

Item No: 2
Name of Director	Mr. Chintan N. Parikh (DIN: 00155225)
Date of Birth	May 25, 1957
Original Date of Appointment on the Board	June 17, 1982
Qualifcations	B.A. (Economics), MBA (Finance). He was a Doctoral Student at IIM, Ahmedabad in the area of Finance & Accounting.
Brief profle and nature of Experience / Expertise in Specifc Functional Areas	Mr. Chintan N. Parikh, Founder and Chairman of Ashima Group, started his career as an entrepreneur in 1981 and has about 40 years of experience in the feld of textiles and real estate. He has led the Company since its incorporation in 1982. His leadership and vision has helped the Company in its recently commenced Real Estate business, which is performing well. He also possesses vast experience in the felds of fnance and accounts. He was a Member of the Board of Governors of IIM, Ahmedabad during April 2007 to April 2016, for consecutive 3 terms, each term having tenure of 3 years. He was specially appointed as the President of Gujarat Chamber of Commerce and Industr (GCCI) for the year 2010-11, by the Empowered Committee of GCCI. He was the President of Ahmedabad Textiles Mills Association (ATMA).
Relationship with other Directors and Key Managerial Personnel of the Company	Related to Mr. Krishnachintan Parikh, Executive Director of the Company.
No. of Board meeting attended during the year (2023-24)	4 (Four)
Terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn	Retiring at this Annual General Meeting and being eligible seeks re-appointment as Director
Directorship and the memberships of Committees of the Board held in Other Listed Companies	Nil
Resignation from Listed Companies in past threeyears	Nil
Shareholdingof Director	1,56,670 EquityShares

12

Annual Report 2023-24

Item No: 3

Item No: 3
Name of Director	Mr. Nilesh Bansilal Mehta (DIN: 00199071)
Date of Birth	April 24, 1962
Original Date of Appointment on the Board	May25, 2024
Qualifcations	Chartered Accountant, Management Graduate from IIM, Ahmedabad, B. Com.
Brief profle and nature of Experience / Expertise in Specifc Functional Areas	Mr. Nilesh Mehta, 62, is a Chartered Accountant and a management graduate from the Indian Institute of Management, Ahmedabad. He holds a Bachelors of Commerce from Gujarat University. He has over forty years of experience in investing, fnancial services and business strategy – of which more than twenty years are in direct private equity investing. He is co-founder and Managing partner of Access India Fund- 1. Prior to founding Access, he was part of the founding team in India at Aureos, which managed SME private equity funds across developing economies. He has also earlier founded Infnity II, a technology fund, and also managed unlisted investments at Meghraj Financial. He is Charter Member of TiE, Mumbai. He also sits on the Boards of a few public and private limited companies and is one of the founder trustees of Aavishkaar Micro Venture Fund, set up to invest in socially relevant, sustainable and scalable rural businesses.
Relationship with other Directors and Key Managerial Personnel of the Company	Not related to any Board Member or Key Managerial Personnel of the Company.
No. of Board meeting attended during the year (2023-24)	Not Applicable
Terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn	As per the resolution at Item no. 3 of this Notice read with Explanator Statement.
Directorship and the memberships of Committees of the Board held in Other Listed Companies	Arvind Limited - Director
Resignation from Listed Companies in past threeyears	Nil
Skills and Capabilities	As mentioned above in the ExplanatorStatement.
Shareholdingof Director	Nil
In case of Independent Director, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements	In the opinion of the Board of Directors of the Company, Mr. Nilesh Bansilal Mehta, having over forty years of experience in investing, fnancial services and business strategy possesses, the requisite skills and capabilities required for the role of Independent Director of the Company and the Board believes that with his vast experience and knowledge, he meets the requirement.

13

ASHIMA LIMITED

ANNEXURE TO ITEM 4 TO THE AGM NOTICE DATED 25.05.2024

STATEMENT OF INFORMATION FOR THE MEMBERS PURSUANT TO SCHEDULE V OF THE COMPANIES ACT, 2013:

Item 4:

i. GENERAL INFORMATION

1. Nature of industry:

• The Company is primarily engaged in textile manufacturing, real estate development and investment activities.

2. Date or expected date of commencement of commercial production

• The Company was incorporated in the year 1982 and is already in commercial production since quite a long time.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

• Not Applicable.

4. Financial performance based on given indicators

• The Company has reported Total Income of 33,129 lacs. The Company has reported a profit of 9,641 lacs.

5. Foreign investments or collaborations, if any.

As on 31.03.2024, the foreign holding including Non-Resident Indians (NRIs) holding is 0.35% of the Equity Share Capital of the Company.

II. Information about the Directors:

1. Background Details:

S N	Name of the Director	Background Details
1.	Dr. Bakul Harshadrai Dholakia	Dr. Bakul H. Dholakia has about 54 years of professional experience including 33 years at Indian Institute of Management (IIM), Ahmedabad where he also held position of Director of the Institute. He was the Chairman of the National Board of Accreditation for Technical Education in India from 2005 to 2008. In 2007, he was awarded Padma Shri by the Government of India in recognition of his distinguished services in the feld of education. He was conferred the coveted Bharat Asmita National Award bythe Honorable Chief Justice of India in 2008.
2.	Mr. Neeraj Golas	Mr. Neeraj Golas is a practicing Chartered Accountant and has vast experience of more than 30 years in the feld of fnance, accounts, taxation and related felds.
3.	Mrs. Koushlya Vijay Melwani	Mrs. Koushlya V. Melwani is a professionally qualifed Cost and Management Accountant from the Institute of Cost Accountants of India (ICMAI) and has around 34 years of experience in the feld ofproject fnance, companylaw and cost accounting.
4.	Mr. Sanjay Shaileshbhai Majmudar	Mr. Sanjay S. Majmudar is a practicing Chartered Accountant and has experience of about 38 years. He has rich experience and exposure in the feld of Corporate Laws, Direct Tax Laws, Mergers and Acquisitions, Transfer Pricing and related matters. He has extensive experience in the areas of Capital Markets and Securities Laws, Banking and Finance, Insolvency and Bankruptcy Laws and Corporate Governance matters.

14

Annual Report 2023-24

2. Past Remuneration:

(Amount in ` Lacs)

			(	Amount in`Lacs)
S N	Name of the Director	FY 2023-24	FY 2022-23	FY 2021-22
1.	Dr. Bakul Harshadrai Dholakia	3.04	3.14	3.19
2.	Mr. NeerajGolas	2.92	3.02	2.99
3.	Mrs. Koushlya VijayMelwani	3.22	3.22	3.19
4.	Mr. SanjayShaileshbhai Majmudar	3.13	3.23	3.13
	Total	12.31	12.61	12.50

3. Job profile and their suitability

The Company’s Independent Directors are leading professionals with high level of expertise and rich experience in functional areas such as business strategy, financial governance, corporate governance, amongst others. The Company’s Independent Directors have been shaping the long-term strategy and making invaluable contributions towards the Company’s business strategy, monitoring of risk management and compliances. Detailed profile of the Directors is given in point 1 above. The elaborated experience of the Directors in various sectors helps in enriching the Board discussions and deliberations and taking decisions that are beneficial for the growth of the Company.

4. Remuneration proposed

The Independent Directors are proposed to be paid a yearly remuneration in the form of commission or otherwise (within the limits as specified under Schedule V of the Act) of ` 2,50,000/- or minimum remuneration as per Schedule V of the Act in the event of absence or inadequacy of profits for a period of 3 years from the financial year commencing from April 01, 2024 as per proposed resolution at Item no. 4 of this Notice.

5. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

Considering the size of the Company, profile of the Independent Directors, responsibilities shouldered by them and the industry benchmarks, the remuneration/commission proposed to be paid to them is commensurate with the remuneration packages paid to persons of their qualifications, cadre. knowledge and experience in the industry.

6. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any.

Besides the remuneration proposed, the Independent Directors do not have any pecuniary relationship with the Company directly or indirectly.

III. Other information:

1. Reasons of loss or inadequate profits

Not Applicable, The Company has reported much higher profitability, with profit of 9658 lacs in 2023-24 as compared to loss of696 lacs in the previous year i.e. 2022-23. (Profit for the year includes an amount of 3500 lacs on account of first-time recognition of deferred tax assets.) PBT for the year (from continuing operations, before exceptional items) amounts to 6144 lacs compared to loss of `764 lacs.

2. Steps taken or proposed to be taken for improvement and expected increase in productivity and profits in measurable terms:

As stated above, the Company has reported remarkable improvement in operational performance and profitability compared to previous year. Real Estate division started booking revenue for its maiden project “Swan Lake”. The division has earned PBT of 6303 lacs. The textile business has reported lower level of loss of 767 lacs at PBT level compared to ` 1057 lacs in the previous

15

ASHIMA LIMITED

year. The Investment division has also reported substantially improved profitability, consistently outperforming all benchmark indices. It earned PBT of 1041 lacs compared to 160 lacs in the previous year.

IV. Disclosures:

The resolution sets out the entire terms and conditions relating to the remuneration of the Independent Directors. The Board of Directors recommends the Special Resolution as set out at Item No. 4 of this Notice for approval of the members.

Except the Independent Directors of the Company and their relatives, none of the other Directors, Key Managerial Personnel (KMP) and their relatives are anyway concerned or interested, financially or otherwise in the said resolution.

Registered Office: Texcellence Complex, Khokhara-Mehmedabad Ahmedabad – 380 021 Date: May 25, 2024 Place: Ahmedabad

By Order of the Board of Directors

Shweta Sultania Company Secretary & Compliance Officer Membership No.: ACS 22290

16

Annual Report 2023-24

CHAIRMAN'S MESSAGE TO SHAREHOLDERS

Dear Shareholders,

I am pleased to present an overview of our company's performance during the year 2023-24 and outlook for the future. I am proud to report that despite a challenging global economic situation, our company has demonstrated resilience and substantial progress across all business segments except textile business during the past year. We will strive to put incremental capital to generate the best possible returns thereby increasing shareholder value.

Overview

Globally, economic conditions have remained mixed, characterized by persistent challenges and emerging opportunities. We have witnessed uneven growth across different regions, driven by ongoing trade tensions, geopolitical uncertainties, and supply chain disruptions. However, technological advancements in digitalization and automation continue to reshape industries, offering new avenues for growth.

In the Indian context, our nation remains a beacon of growth amidst global uncertainties. With a steadfast focus on infrastructure development and strategic investments in key sectors like manufacturing and technology, India has sustained its position as the fastest-growing major economy in the world. Despite inflationary pressures stemming from supply chain disruptions and commodity price fluctuations, our economy continues to march ahead.

Company Performance

Our company has made significant strides in the past year, marked by notable achievements in our business segments:

Textiles Division: We have successfully reduced our losses from the operations of Textile Division by enhancing operational volumes and reducing costs despite facing pricing pressure in certain segments.

Real Estate Division: The division is currently operating two projects: “Swan Lake”, which is a week-end homes project and the recently launched “The Sovereign”, which is a luxurious high-rise residential apartment project. The company received overwhelming market response to the Swan Lake project. Out of the total 38,00,000 sq ft, almost 22,75,000 sq ft, i.e. about 60% have been booked. The Sovereign project started during the last quarter of the year, having total built up area of about 6,46,000 Sq Ft. The construction work thereof is going well. The company has already invested Rs.9200 lacs in the project. The Swan Lake project has started booking revenue during the last quarter and the division has reported healthy profitability. We are confident that this division will continue to drive our company's growth trajectory in the coming years.

Investment Division: Our Investment Division has delivered exceptional results, outperforming benchmark indices with an impressive XIRR of 78% for the year and 41% for the period of about 3 years since inception. The division has consistently outperformed the benchmark indices in terms of returns. This success reflects our prudent investment strategy and expertise in navigating volatile market conditions. We remain committed to leveraging these strengths to capitalize on India's promising economic outlook.

Financial Performance and Outlook

Financially, we have achieved a turnaround, with a profit of Rs. 9,641 lacs compared to loss of Rs.665 lacs during the previous year. Profitability for the year includes first-time recognition of deferred tax assets of Rs.3500 lacs. Despite challenges such as increased borrowing costs and inflationary pressures on operational expenses, we are confident in our ability to sustain growth momentum.

Looking ahead, our Real Estate Business is poised to play a pivotal role in our future growth and profitability. With ongoing projects and a positive market reception, we anticipate continued success in this sector. Textile business is likely to continue facing challanges on various fronts.

17

ASHIMA LIMITED

Commitment to sustainability:

It would be worthwhile to mention that for all our projects in real estate, we are committed to sustainability as responsible corporate citizen. In our Swan Lake project, we have provided for complimentary solar power panels for each home, rainwater harvesting, provision of recycled water for community landscapes, percolating wells and compost system for organic manure for the nursery. The Sovereign project will have EV charging station for each apartment and drip irrigation facility for green plantation space surrounding periphery of each apartment.

Conclusion

In conclusion, I extend my heartfelt gratitude to our shareholders for unwavering support and trust. Our journey ahead is filled with opportunities and challenges, but with a resilient business model, dedicated team and strategic vision, we are well-positioned to create sustainable value for all stakeholders.

Thank you once again for your confidence in us. Together, let us continue to build a brighter future for our company and contribute meaningfully to India's economic growth.

---

18

Annual Report 2023-24

BOARD’S REPORT

To the Members

Your Directors take pleasure in presenting the Forty-first Annual Report of your Company together with Audited Financial Statements for the year ended on March 31, 2024.

1. FINANCIAL RESULTS

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

(INR in Lacs)

		(INR in Lacs)
Particulars	March 31, 2024	March 31, 2023
Total Income -ContinuingOperations	33,129	21,062
Proft / (Loss) before Finance Costs, Depreciation and Amortization Expenses, Exceptional Items and Tax Expenses	7,102	(126)
Less: Finance Costs	511	225
Proft/(Loss) before Depreciation and Amortization Expenses, Exceptional Items and Tax Expenses	6,591	(351)
Less: Depreciation and Amortization	447	413
Proft / (Loss) before Exceptional Items and Tax Expenses	6,144	(764)
Add/ (Less) Exceptional Items–Income / (Expenses)	-	(5)
Proft/(loss) before Tax Expenses	6,144	(769)
Less: Tax Expenses	(3,494)	0
Proft/(loss) afer Tax–Continuing Operations	9,638	(769)
Proft/(Loss) from Discontinued operations	3	104
Proft/(Loss) afer Tax	9,641	(665)
Other Comprehensive Income (Net of Tax)	17	(31)
Total Comprehensive Income	9,658	(696)

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares and preference shares for the financial year ended March 31, 2024.

3. RESERVES

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

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

There has been substantial improvement in the performance of the Company during the year under review, with reported profit of 9,641 lacs compared to loss of665 lacs during the preceding year. Profit for the year includes an amount of ` 3500 lacs on account of first-time recognition of deferred tax assets.

The overall profitability of the Company was boosted by the real estate division, which commenced booking revenue for its maiden project “Swan Lake” this year. The textile business has shown improved performance, with its loss being narrowed compared to the previous year. The Investment division has reported significantly higher profits, while outperforming all benchmark indices year after year.

19

ASHIMA LIMITED

Textiles Division: The Company resumed its inhouse wet production activities during the year upon commissioning of new Effluent Treatment Plant (ETP) and Zero Liquid Discharge (ZLD) system. As a result, it could significantly curtail outsourcing. This worked favourably for the Company in terms of higher operating volumes and better cost management. Effective cost management on part of the Company was supported by softened prices of most of the raw materials, dyes, chemicals and fuel. The textiles business has been able to increase the levels of operations and reduce its losses during the year.

Real Estate Division: The Division contributed significantly to the profitability of the Company, with its “Swan Lake” project booking revenue of 6983 lacs during the year. The division, which commenced its business about two years ago, is doing well with two projects on hand–“Swan Lake”, a week-end homes project and the recently launched project “The Sovereign”, a luxurious high-rise residential apartment project. The company received excellent response from the market for its Swan Lake project, with bookings having been received for about 60% of the overall project. Execution of the project is going on very well. As regards the Sovereign project, which started during the last quarter of the year, the construction work is in progress. The total built up area of the project is about 6,46,000 Sq Ft. The company has already invested 9200 lacs for the project.

Investment Division: The investment division has reported remarkably good profitability (based on mark-to-market accounting) during the year. The Division makes investment in equity shares with a longterm perspective with the approach of value investing. As per accounting norms, periodic performance is reported based on market value of shares held at the end of the period. The division has outperformed the benchmark indices in terms of XIRR year on year, with the current year XIRR at 78% being far superior to XIRR of various benchmark indices ranging from 25% to 39%.

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 does not have any Subsidiary, Joint Venture (JV) or Associate Company as on March 31, 2024.

The Company has formed a Wholly Owned Subsidiary Company (‘WOS’) in the name of ‘ASHIMA CAPITAL MANAGEMENT LIMITED’ (CIN: U66309GJ2024PLC151485). The said WOS is incorporated on May 14, 2024.

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, 2024.

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 annexed at Annexure-1 .

20

Annual Report 2023-24

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, foreign currency risk, interest rate risk etc. The executive 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 11, 2017 has constituted a Corporate Social Responsibility (CSR) Committee. The CSR Committee consists of 3 (Three) Directors viz., Mr. Chintan N. Parikh-Chairman, Dr. Bakul H. Dholakia and Mrs. Koushlya Melwani, the members of the committee as on March 31, 2024.

During the Financial Year, the CSR Committee met on November 02, 2023 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 2023-24 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

During the financial year under review there has been no change in the nature of Business of the Company.

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, 2024 are given in the Notes to the Financial Statements forming part of the Annual Report.

13. 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 into 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/2022/05/Related-Party-Transactions-Effective-fromApril-1-2022.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.

Further, pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations’), during the year under review, the Company has entered into material related party transaction with Subahu Enterprises LLP, a Related Party, for issue of

21

ASHIMA LIMITED

Unlisted, Secured, Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“NCDs”) on private placement basis. The said material related party transaction was entered pursuant to the approval of the Board of Directors at its meeting held on July 26, 2023 read with shareholders’ approval at the Annual General Meeting of the Company held on August 25, 2023.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

14. 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/2023/04/Nomination-and-Remuneration-Policy.pdf

15. 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 28, 2024. 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.

16. 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, 2024 is available on the website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2024/05/Form-MGT-7-for-the-year-2023-24.pdf

17. 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.

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

During the financial year, 4 (Four) 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 2023-24 have been furnished in the Corporate Governance Report forming part of this Annual Report.

22

Annual Report 2023-24

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

19. 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, 2024, 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.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Appointment/Re-appointment during the Financial Year:

• (i) The shareholders at the 40th Annual General Meeting held on August 25, 2023 approved appointment of Mr. Krishnachintan C. Parikh, Executive Director (DIN: 07208067) as Director retiring by rotation.

• (ii) The shareholders at the 40th Annual General Meeting held on August 25, 2023 approved reappointment of Mr. Shrikant S. Pareek, (DIN: 02139143) as a Whole-time Director, designated as “Director (Operations)” of the Company for a period of three (3) years w.e.f. August 01, 2023.

• (iii) The shareholders at the 40th Annual General Meeting held on August 25, 2023 approved reappointment of Mr. Sanjay S. Majmudar (DIN: 00091305) as an Independent Director of the Company for a second term of five (5) consecutive years commencing from November 03, 2023 to November 02, 2028.

• (iv) The shareholders at the 40th Annual General Meeting held on August 25, 2023 approved reappointment of Mrs. Koushlya V. Melwani (DIN: 01575110) as an Independent Director of the Company for a second term of five (5) consecutive years commencing from May 25, 2024 to May 24, 2029.

• (v) The Board of Directors of the Company at their Meeting held on July 26, 2023, appointed Mr. Jayesh C Bhayani, as Chief Financial Officer (CFO) (KMP) of the Company w.e.f July 26, 2023 and Mr. Hiren S Mahadevia has resigned from the post of Chief Financial Officer w.e.f the close of working hours on June 30, 2023.

• (vi) Mr. Krishnachintan C. Parikh, Executive Director, (DIN: 07208067) was re-appointed as Executive Director of the company for a period of three years with effect from June 05, 2024 by shareholders through Postal Ballot process and voting results were declared on March 18, 2024.

Retirement by Rotation:

In accordance with the Articles of Association and as per provisions of Section 152(6) of the Companies Act, 2013, Mr. Chintan N. Parikh (DIN: 00155225), Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

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

23

ASHIMA LIMITED

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, 2024:

1. Mr. Chintan N. Parikh Chairman & Managing Director 2. Mr. Krishnachintan C. Parikh Executive Director 3. Mr. Shrikant S. Pareek Director(Operations) 4. Mr. Jayesh C. Bhayani Chief Financial Officer 5. Ms. Shweta Sultania Company Secretary

21. 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, 2024, 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 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 are adequate and operating effectively.

22. 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

23. 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 Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities and obligations in the Company, nature of the industry in

24

Annual Report 2023-24

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/2024/04/Details-of-FamiliarizationProgrammes-imparted-to-Independent-Directors-under-SEBI-LODR-Regulations-2015-2024.pdf

24. 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.

25. 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 is 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.

26. 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 the year 2027.

The Auditors’ Report for the financial year 2023-24 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 2024-25 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 41st 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 2022-23 as prescribed under the Companies (Cost Records and Audit) Rules, 2014.

c. SECRETARIAL AUDITORS

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 as amended, the Company has appointed Mr. Tapan Shah, Practicing Company Secretary, Ahmedabad, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

25

ASHIMA LIMITED

The Secretarial Audit Report for the financial year ended March 31, 2024, 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, 2024 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 2023-24 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.

27. 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.

28. 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 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.

29. 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.

30. 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.

31. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and National Stock Exchange of India Ltd. and the Company has paid the annual listing fees for the financial year 2024-25 to both the Stock Exchanges.

32. 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 2023-24, there has been no instance where the Board has not accepted the recommendations of the Audit Committee.

33. 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 section 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.

26

Annual Report 2023-24

34. 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 2023-24 is annexed as Annexure ‘5’ forming part of this Annual Report.

35. 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.

36. NON-CONVERTIBLE DEBENTURES

During the financial year under review, the, company has issued and allotted 5,500 Unlisted, Secured, Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“NCDs”) of face value of 1,00,000/- (Rupees One Lakh only) each, aggregating to 55,00,00,000/- (Rupees Fifty Five Crores only) on Private Placement basis in multiple tranches.

37. 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.

38. 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.

39. 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.

27

ASHIMA LIMITED

40. APPRECIATION

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

41. 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

Date: May 25, 2024 Place: Ahmedabad

Chintan N. Parikh Chairman & Managing Director (DIN: 00155225)

28

Annual Report 2023-24

ANNEXURE–1

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

The Information under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is given below and forms part of the Board’s Report.

A. Conservation of Energy

• i. Energy Conservation measures taken:

• Operation of conventional and old air compressors with dryer is discontinued and new single air compressor with dryer of sufficient capacity has been installed.

• We have installed a new Variable frequency drive panel in new ETP for aeration blowers for ease of operation and energy saving.

• We have also installed separate standalone variable frequency drive in equalization tank pump and sludge thickener pump for energy saving and ease of operation.

• As a part of upgradation and energy conservation we have dismantled old, inefficient conditioning plant and installed latest technology and energy efficient conditioning unit in our QC lab.

• ii. Utilization of alternate source of energy

As an ongoing exercise some of the conventional tube lights were replaced by new efficient LED tubes and achieved better illumination at working places with reduced power consumption.

We are using natural solar energy for drying of our bio logical sludge and then it is being used as a bio fuel with blending with coal.

• iii. The capital investments on energy conservation equipment

The cost of investment in energy conservation is `27.26 Lacs.

B. Technology Absorption

• i. Efforts, in brief, made towards Technology Absorption.

• As a part of ZLD compliance we have installed common 25 KLD sewage treatment plant based on electrocoagulation technology with ultra-filtration and treated water is being reused.

• ii. The benefits derived:

• There is reduction in ground water extraction due to recycling of STP water.

• iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

• Technology imported : NIL

• Year of import : Not applicable

• Whether technology has been fully absorbed? : Not Applicable

• iv. Expenditure incurred on Research and Development.

The company has not incurred any expenditure on research and development activity.

C. Foreign Exchange Earning and Outgo

During the year under review foreign exchange earnings were 2447.86 lacs excluding deemed export and foreign exchange outgo was102.04 lacs.

For and on behalf of the Board

Date: May 25, 2024 Place: Ahmedabad

Chintan N. Parikh Chairman & Managing Director (DIN: 00155225)

29

ASHIMA LIMITED

ANNEXURE-2

DISCLOSURE OF MANAGERIAL REMUNERATION 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

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24 are as under:

Sr. No.	Name of Director/ KMP	Designation	Ratio of remuneration to median remuneration of Employees	% Increase/ (Decrease) in remuneration, if any, in the Financial Year 2023-24
A.	EXECUTIVE DIRECTORS
1.	Mr. Chintan N. Parikh	Chairman & ManagingDirector	84.60	22.43%
2.	Mr. Shrikant S.Pareek	Director(Operations)	81.51	0.00%
3.	Mr.KrishnachintanC.Parikh	ExecutiveDirector	182.93	468.17%
B.	NON-EXECUTIVE DIRECTORS
1.	Dr.BakulH.Dholakia	IndependentDirector	1.30	0.00 %
2.	Mrs.KoushlyaV.Melwani	IndependentDirector	1.30	0.00 %
3.	Mr.Neeraj Golas	IndependentDirector	1.30	0.00 %
4.	Mr. Sanjay S.Majmudar	IndependentDirector	1.30	0.00 %
C.	KEY MANAGERIAL PERSONNEL
1.	Mr. Hiren S. Mahadevia ^	Chief Financial Ofcer (up to 30.06.2023)	N.A.	N.A.
2.	Mr. Jayesh C. Bhayani #	Chief Financial Ofcer (w.e.f.26.07.2023)	N.A	N.A.
3.	Ms. Shweta Sultania	Company Secretar	8.82	7.62%

• ^ Mr. Hiren S. Mahadevia has resigned during the year, therefore it is not comparable.

• Mr. Jayesh C. Bhayani was appointed during the year, therefore it is not comparable.

2. The median remuneration of employees declined by 49.33% in the financial year 2023-24.

3. There were 239 permanent employees on the rolls of the company as on March 31, 2024.

4. During the financial year 2023-24, the average annual increase in the salaries of the employees other than managerial personnel was 3.16%, whereas average increase in the managerial remuneration was 74.72%. There were no exceptional circumstances for increase in the managerial remuneration.

5. The Board of Directors of the Company hereby affirms that remuneration of all the Board of Directors and Key Managerial Personnel of the Company is as per the Remuneration Policy of the Company.

Note:

Remuneration payable for the relevant Financial Year for comparable employees is taken into consideration for all above calculations. Effect of any arrears or deferred payments for earlier periods have been ignored from the calculations.

For and on behalf of the Board

Date: May 25, 2024 Place: Ahmedabad

Chintan N. Parikh Chairman & Managing Director (DIN: 00155225)

30

Annual Report 2023-24

ANNEXURE-3

SECRETARIAL AUDIT REPORT For the financial year ended March 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, ASHIMA LIMITED

CIN : L99999GJ1982PLC005253 Texcellence Complex, Khokhara – Mehmedabad, Ahmedabad–380021

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ashima Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and based on the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit through electronically by way of scan copy or soft copy through mail, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined through electronically by way of scan copy or soft copy through mail or otherwise, the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 and made available to me, according to the provisions of:

• (i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder as applicable;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time;

• b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time;

• c) SEBI (Depositories and Participant) Regulations, 2018, as amended from time to time; and

• d) SEBI (Investor Protection and Education Fund) Regulation, 2009;

• (vi) Secretarial Standards issued by the Institute of Company Secretaries of India (SS -1 and SS–2)

I have also examined compliance with the applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, pursuant to the Listing Agreement of the said Company with stock exchanges.

Further being a Textile Industry and involved in specific products, there are no specific applicable laws to the Company, which requires approvals or compliances under any Act or Regulations.

31

ASHIMA LIMITED

During the period under review the Company has generally complied with the all material aspects of applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

During the period under review, provisions of the following Acts, Rules, Regulations, Guidelines, etc. were not applicable to the Company:

• i. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ;

• ii. SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2016 and 2021;

• iii. Securities and Exchange Board of India (Issue and Listing of Non convertible Securities) Regulations, 2021;

• iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

• v. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; and

• vi. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment and External Commercial Borrowings;

I further report that –

The Compliance by the Company of applicable financial laws like direct and indirect tax laws and names of related parties under IND AS-24, has not been reviewed in this Audit, since the same have been subject to review by statutory financial auditor and other designated professionals.

I further report that –

Based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, in my opinion, adequate systems and processes and control mechanism exist in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, standards and guidelines and general laws like various labour laws, competition law, environmental laws, etc.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the position of Chief Financial Officer (CFO) that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent generally seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the year, all decision in the Board Meetings were carried unanimously.

I further report that during the audit period there were few specific events/ actions in pursuance of the above referred laws, rules, regulations, standards, etc. having a major bearing on the Company’s affairs, details of which are as stated below:

• I. In Annual General Meeting held on August 25, 2023, the Company has taken approval from its members for revision in remuneration of Mr. Shrikant Pareek. Further, the Company has also re-appointed Mr. Shrikant Pareek as a Whole Time Director, designated as “Director (Operations)” of the Company.

• II. In Annual General Meeting held on August 25, 2023, Mr. Sanjay S. Majmudar and Mrs. Koushlya V. Melwani were re-appointed as Independent Directors of the Company for a second term of five years.

• III. Mr. Hiren S Mahadevia has resigned from the post of Chief Financial Officer w.e.f. July 01, 2023 and Mr. Jayesh C. Bhayani was appointed as Chief Financial Officer of the Company w.e.f July 26, 2023.

32

Annual Report 2023-24

• IV. During the year, the Company has made allotment of Unlisted, Secured, Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (‘NCDs’) upto an amount of ` 55 crores to Subahu Enterprises LLP and other entities, on Private Placement basis, in different tranches as approved in the Board Meetings/ Committee Meetings.

• V. The members of the Company have re-appointed Mr. Krishnachintan C. Parikh as an Executive Director, for a further period of 3 years, through Postal Ballot process.

Signature: Name of Company Secretary in practice: Tapan Shah FCS No.: 4476 C P No.: 2839 Place: Ahmedabad UDIN: F004476F000408726 Date : 25/05/2024 PR No.: 673/2020

Note: This Report is to be read with my letter of above date which is annexed as Annexure A and forms an integral part of this report.

33

ASHIMA LIMITED

Annexure A

To,

The Members, ASHIMA LIMITED

CIN: L99999GJ1982PLC005253 Texcellence Complex, Khokhara – Mehmedabad, Ahmedabad–380021

My report of the above date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided, on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Ahmedabad Date : 25/05/2024

Signature: Name of Company Secretary in practice: Tapan Shah FCS No.: 4476 C P No.: 2839 UDIN: F004476F000408726 PR No.: 673/2020

34

Annual Report 2023-24

ANNEXURE-4 CORPORATE GOVERNANCE REPORT

The Directors present the Company’s Report on Corporate Governance for the year ended on March 31, 2024:

1. Company’s Philosophy on Corporate Governance:

Ashima believes in transparency and has immense value for the principles of corporate governance. Ashima understands that accountability, equity and total transparency in its interaction with all stakeholders is its responsibility while conducting its business and hence is totally committed to achieving highest level of standards in corporate governance practice. It is a well-accepted fact, both in India and world over that a good governed organization results in maximizing its stakeholders’ value in long run. In line with these globally accepted principles of good corporate governance, Ashima has ensured and implemented the same in its true letter and spirit, to maximize shareholders’ wealth. Ashima believes that good corporate governance practice enables the management to direct and control the affairs of a company in a more efficient manner and achieve its ultimate goal of maximizing value for all its stakeholders. The Board remains the custodian of trust and acknowledges its responsibilities towards our growing stakeholder fraternity for sustainable long-term wealth creation. Integrity, transparency, fairness, accountability and adherence to prevailing laws are integral to our business practices. These principles have evolved, over the years, from the Company’s culture of agility, continuous innovation and rich experiences gleaned from the past.

The Board and its Committees guide, support and complement the management team’s ideas and initiatives, which in turn assumes accountability, strives to achieve the set objectives and enhances value creation for all.

The Company has complied with all the requirements stipulated under provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as applicable, with regard to Corporate Governance and listed below is the status with regard to same:

2. Board of Directors:

At the helm of the Company’s Corporate Governance practice is its Board. The Board provides strategic guidance and independent views to the Company’s senior management while discharging its fiduciary responsibilities. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfills stakeholders’ aspirations.

a. Composition and category of directors:

The current policy is to have an optimal blend of Executive and Independent Directors having indepth knowledge of textile industry in addition to their own areas of specialization and expertise. The size and composition of the Board conforms to the requirements of the Corporate Governance code under Regulation 17(1) and Regulation 17(1A) of SEBI Listing Regulations. The Board of Directors of the Company as at March 31, 2024 comprised of 7 Directors including one Woman Director with more than 50% of it as Non-Executive Independent Directors. Further, none of the Directors is member of more than 10 (ten) board level committees and Chairperson of more than 5 (five) board level committees across all listed entities in which he/she is a Director. For this purpose, chairpersonship and membership of the Audit Committee and the Stakeholders’ Relationship Committee alone has been considered as per SEBI Listing Regulations. None of the Directors is a Director in more than 8 (eight) listed companies. None of the Independent Directors of the Company serve as an Independent Director in more than 7 (seven) Listed Companies and none of the Independent Directors is serving

35

ASHIMA LIMITED

as an Independent Director in more than 3 (three) listed entities, if he / she is serving as a Whole Time Director in any listed entity. The board comprises of 7 (seven) Directors as on March 31, 2024, details of which are as follows:-

Sr. No.	Categor	Categor	Name of Directors	Name of Directors
1.	Promoter/Chairman & ManagingDirector		Mr. Chintan N. Parikh
2.	Non-Executive Independent Directors		Dr. Bakul H. Dholakia
			Mr. NeerajGolas
			Mr. SanjayMajmudar
			Mrs. Koushlya Melwani
3.	Executive Director / Whole- time Director		Mr. Shrikant Pareek
4.	Executive Director / Whole- time Director (Promoter)		Mr. Krishnachintan Parikh
Attendance of each director at the meeting of board of directors and at the last AGM:
Sr. No.	Name of the Directors	Number of Board Meetings attended		Last AGM attended (Yes/No)
1.	Mr. Chintan N. Parikh	4		Yes
2.	Dr. Bakul H. Dholakia	3		Yes
3.	Mr. NeerajGolas	3		Yes
4.	Mr. SanjayMajmudar	4		Yes
5.	Mrs. Koushlya Melwani	4		Yes
6.	Mr. Shrikant Pareek	4		Yes
7.	Mr. Krishnachintan C. Parikh	2		Yes

• b. Attendance of each director at the meeting of board of directors and at the last AGM:

c. Number of other Companies in which the Directors are Director/ Chairman and other Board Committees in which they are Member or Chairperson and also the names of the other listed Companies where they are Directors and the category of their Directorship:

Sr. No.	Name of Directors	No. of Director- ships in other Companies1	No. of Committee Chairmanship and Membership2 (Including Ashima Limited)	No. of Committee Chairmanship and Membership2 (Including Ashima Limited)	Name of the Other Listed Companies where Director of the Company is a Director and Categor of Directorship
			Chairman	Member
1.	Mr. Chintan N. Parikh	1	-	-	-
2.	Dr. Bakul H. Dholakia	2	1	4	Arvind Ltd. – Independent Director
					Gujarat State Petronet Ltd. – Independent Director
3.	Mr. Neeraj Golas	1	-	1	Lyka Labs Limited – Independent Director

36

Annual Report 2023-24

Sr. No.	Name of Directors	No. of Director- ships in other Companies1	No. of Committee Chairmanship and Membership2 (Including Ashima Limited)	No. of Committee Chairmanship and Membership2 (Including Ashima Limited)	Name of the Other Listed Companies where Director of the Company is a Director and Categor of Directorship
			Chairman	Member
4.	Mr. Sanjay Majmudar	6	5	8	Aarvee Denim & Exports Ltd.-Independent Director
					Welcast Steels Ltd. – Independent Director
					AIA Engineering Ltd.- Independent Director
					Dishman Carbogen Amcis Ltd. – Independent Director
5.	Mrs. Koushlya Melwani	9	1	2	-
6.	Mr. Shrikant Pareek	-	-	-	-
7.	Mr. Krishnachintan Parikh	1	-	-	-

Note:

1. Other Directorships includes Directorships held in listed, unlisted and private limited companies other than Ashima Limited.

2. Includes only Chairmanship and Membership of Audit Committee (AC) and Stakeholders Relationship Committee (SRC) as per Regulation 26 of SEBI Listing Regulations.

d. Number of Board meetings held during the year 2023-24:

During the year 2023-24, the Board of Directors of the Company met 4 (Four) times on following dates:– May 16, 2023, July 26, 2023, November 02, 2023 and February 08, 2024.

The gap between any two meetings never exceeded 120 days. The dates of the meeting were generally decided well in advance. The minimum information as required under Part A of Schedule II to Regulation 17(7) of the SEBI Listing Regulations is being made available to the board at respective board meetings.

e. Disclosure of relationships between directors inter-se:

Except Mr. Chintan N. Parikh, Chairman & Managing Director and Mr. Krishnachintan C. Parikh who are related to each other, there is no relationship between the Directors inter-se.

f. Number of shares and convertible instruments held by non-executive directors:

As on March 31, 2024, Dr. Bakul H. Dholakia, Non-Executive-Independent Director of the Company is holding 21,500 equity shares of ` 10/- each.

Apart from the above, none of the Non-Executive Directors of the Company is holding any equity shares of the Company.

The Company has not issued any convertible instruments.

g. Details of familiarization programme imparted to Independent Directors:

Independent Directors when appointed are taken through an introductory familiarization program/ presentation covering the history and background of the Company and its growth and various achievements. All Independent Directors are also familiarized with the Guidelines of professional

37

ASHIMA LIMITED

conduct, Role, Function and Duties as an Independent Director under the Companies Act and applicable SEBI Listing Regulations. As a part of familiarisation programme as required under SEBI Listing Regulations, the Independent Directors are apprised during the Board /Committee Meetings on the Company operations, governance, internal control process and other relevant matters. They are also updated by way of presentations about the amendments to various enactments viz., Companies Act, 2013, applicable SEBI Listing Regulations and other important changes in the regulatory framework and business environment having impact on the Company. The details of familiarization programme imparted to independent directors are posted on website of the company at www.ashima.in and weblink of the same is https://ashima.in/wp-content/uploads/2024/04/ Details-of-Familiarization-Programmes-imparted-to-Independent-Directors-under-SEBI-LODRRegulations-2015-2024.pdf.

h. Annual Evaluation of Board of Directors and Independent Directors:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual evaluation of Board of Directors, Committees of the Board and individual directors (independent and non-independent), and the Board of Directors have carried out the evaluation of the Independent Directors and fulfillment of the independence criteria of the independent directors, based on the separate criteria/ parameters laid down by the Nomination and Remuneration Committee (NRC). The common criteria for Independent Directors (IDs) and Non Independent Directors (Non IDs) include qualification, experience, knowledge, competency, availability, attendance, fulfillment of functions assigned by the Board / Law, commitment, contribution, integrity, compliances with policies of the Company, Code of Conduct and Business Ethics, specific criteria of independence, independent views and judgment for IDs and Initiative and Team work for Non IDs.

The Criteria for evaluation of Board include; structure of Board (competency, experience, qualification, diversity and procedure to appointment), meetings of the Board (regularity, frequency, agenda, discussion, recording of minutes, dissemination of information), function of the Board (role and responsibility, governance and compliance, evaluation of risk, grievance redressal for investors and stakeholders value and responsibility, review of board, evaluation and facilitation of Independent Directors) and Board and management (evaluation of performance of the management, secretarial support and succession plan etc.).

The Independent Directors also held their separate meeting on March 28, 2024 in accordance with the applicable provisions, for review of performance of non-independent directors, Chairperson and Board as a whole, based on the criteria laid down by the Nomination and Remuneration Committee and detailed hereinabove. The Criteria for evaluation of Chairperson includes qualification, experience, knowledge, competency, leadership effectiveness, ability to steer the meetings, impartiality, commitment, ability to keep shareholders’ interest in mind, initiative, commitment and contribution to Board process.

i. Chart or a Matrix setting out the Skills/Expertise/Competence of the Board of Directors:

The following is the list of core skills / attributes identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available within the Board Members:

• i. Knowledge of Company’s business, policies, major risks/threats and potential opportunities, technical /professional skills and specialized knowledge of Company’s business

• ii. Sales and marketing skills (both domestic and international)

• iii. Business strategy and analytics, critical and innovative thinking

• iv. Corporate management and corporate governance

• v. Financial and management skills, administration

• vi. Leadership and decision making

38

Annual Report 2023-24

• vii. Behavioural skills–attributes and competencies to use knowledge and skills for effective contribution to Company’s growth

• viii. Risk identification- legal and regulatory compliance

Areas of skills/ expertise	Name of Directors	Name of Directors	Name of Directors	Name of Directors	Name of Directors	Name of Directors	Name of Directors
	Mr. Chintan N. Parikh	Mr. Krishnachintan Parikh	Mr. Shrikant S. Pareek	Dr. Bakul H. Dholakia	Mr. Neeraj Golas	Mr. Sanjay Majmudar	Mrs. Koushlya Melwani
Knowledge of Company’s business	√	√	√	√	√	√	√
Sales and Marketing skills	√	√	√	-	-	-	-
Business Strategy/ Analytics, Critical Innovative thinking	√	√	√	√	√	√	-
Corporate Management and Governance	√	√	√	√	√	√	√
Financial Management Skills, Administration	√	√	√	√	√	√	√
Leadership and decision making	√	√	√	√	-	√	-
Behavioural Skills	√	√	√	√	√	√	√
Risk Identifcation	√	√	√	√	√	√	√

Note: Each Director may possess varied combinations of skills/expertise within the described set of parameters and it is not necessary that all Directors possess all skills/expertise listed therein.

j. Confirmation as regards independence of Independent Directors:

Based on the confirmation / disclosures received from the Independent Directors, the Board of Directors confirm that in its opinion, the Independent Directors fulfill the independence criteria specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and that they are independent from the management of the Company.

k. Reasons for the resignation of an Independent Director:

No Independent Director has resigned during the year under review.

3. Audit Committee:

The Board of Directors of the Company has constituted an Audit Committee in the year 2001. The composition of Audit Committee has undergone changes from time to time and lastly it has been reconstituted by the Board of Directors in their meeting held on May 25, 2019. The Audit Committee acts as link between the Statutory and Internal Auditors and the Board of Directors. It assists the Board of Directors in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviews the Company’s established system and processes for internal financial controls, governance and reviewing the Company’s statutory and internal audit activities. As on March 31, 2024, the Audit Committee comprised of 3 (three) Directors viz., Mr. Sanjay Majmudar–Chairman, Dr. Bakul H. Dholakia and Mrs. Koushlya Melwani, members of the committee. The constitution of audit committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations.

39

ASHIMA LIMITED

• Brief description of terms of reference of Audit Committee:

The major terms of reference of the Audit Committee include oversight of financial reporting process, review of quarterly /annual financial statements, ensuring compliance with the applicable regulatory guidelines, review functioning of whistle blower (vigil) mechanism, review and approval of related party transactions including criteria for granting omnibus approval, review of internal audit reports, evaluation of internal financial controls and risk management systems, scrutiny of inter corporate loans and investments, recommending appointment/re-appointment and remuneration of auditors to the Board of Directors, review of internal control system and internal audit function and also the adequacy and performance of auditors.

• Audit Committee Meetings and attendance:

During the year 2023-24, the Audit Committee met 4 (four) times on May 16, 2023, July 26, 2023, November 02, 2023 and February 08, 2024. The Audit Committee normally reviews those functions which are assigned to it as per the terms of reference approved by Board of Directors. The details of Audit Committee meetings attended by the Directors are given below:

Sr. No.	Name of Director	Designation	No. of meetings held	No. of meetings attended
1.	Mr. SanjayMajmudar	Chairman	4	4
2.	Dr. Bakul Dholakia	Member	4	3
3.	Mrs. Koushlya Melwani	Member	4	4

4. Nomination and Remuneration Committee (NRC):

The Board of Directors of the Company has constituted a Nomination and Remuneration committee in the year 2003. The composition of committee has been changed as and when required and lastly it has been re-constituted by the Board of Directors in their meeting held on November 9, 2019.

The powers, roles and terms of reference of the Nomination and Remuneration Committee covers the area as contemplated under Regulation 19 of SEBI Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The roles of Nomination and Remuneration Committee include:

• a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

• a. use the services of external agencies, if required;

• b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

• c. consider the time commitments of the candidates.

• c) formulation of criteria for evaluation of performance of independent directors and the board of directors;

• d) devising a policy on diversity of board of directors;

• e) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

40

Annual Report 2023-24

• f) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• g) Recommend to the board, all remuneration, in whatever form, payable to senior management.

• The Nomination and Remuneration policy is available on the website of the Company www.ashima.in.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, at present Mrs. Koushlya Melwani – Independent Director is the Chairperson of the Committee and Mr. Chintan N. Parikh, Dr. Bakul H. Dholakia and Mr. Neeraj Golas are members of the committee. During the year 2023-2024, the Nomination and Remuneration Committee met on May 16, 2023, July 26, 2023 and February 08, 2024. The details of members’ participation at the meetings are as under:

Sr. No.	Name of Director	Designation	No. of meetings held	No. of meetings attended
1.	Mrs. Koushlya Melwani	Chairperson	3	3
2.	Dr. Bakul H. Dholakia	Member	3	2
3.	Mr. NeerajGolas	Member	3	3
4.	Mr. Chintan N. Parikh	Member	3	3

5. Particulars of Senior Management Personnel including the changes therein during the financial year 2023-24:

Sr. No.	Names of Senior Management Personnel	Designation
1.	Mr. Bhikhabhai J. Shah	Chief OperatingOfcer–Dyecot Division
2.	Mr. Amit A. Patel	Sr. General Manager(Denim)
3.	Mr. Vipul Naik	Sr. General Manager(Garments)
4.	Mr. Paresh P. Mehta	Sr. General Manager(Interliningand Washing)
5.	Mr. Amitabh Narain*	Sr. General Manager(Attires)
6.	Mr. Viral Joshi	Sr. General Manager(Production)
7.	Mr. Abhinav K. Jayaram #	Business Head(Garments)
8.	Mr. Manish A. Mohile	General Manager(Purchase – Raw Material)
9.	Mr. Dipen M. Patel	General Manager(Production)
10.	Mr. Bhavin J. Shah	General Manager(Projects)
11.	Mr. VijayKumar L. Pandey@	General Manager(Projects)
12.	Mr. Ketankumar N. Shah	General Manager(Marketing)
13.	Mr. SanjayR. Shah	General Manager(Marketing)
14.	Mr. Rajeev O. Verma	General Manager(Marketing)
15.	Mr. JoshyVarghese $	General Manager(Purchase)
16.	Mr. Deepak Misra ^	General Manager(Projects)
17.	Mr. Ghanshyam B. Prajapati	Dy. General Manager(HR-IR and Admin)
18.	Mr. Amit A. Thakkar	Dy. General Manager(M.I.S)
19.	Mr. Jigar M. Parikh	Dy. General Manager(Purchase)

• Mr. Amitabh Narain was appointed as Sr. General Manager (Attires) w.e.f. December 13, 2023

• Mr. Abhinav K. Jayaram has ceased to be Business Head (Garments) w.e.f. May 01, 2023

• @ Mr. VijayKumar L. Pandey was appointed as General Manager (Projects) w.e.f. January 15, 2024

• $ Mr. Joshy Varghese has ceased to be General Manager (Purchase) w.e.f. September 01, 2023

• ^ Mr. Deepak Misra was appointed as General Manager (Projects) w.e.f. May 18, 2023 and has ceased to be General Manager (Projects) w.e.f. December 03, 2023.

41

ASHIMA LIMITED

6. Remuneration of Directors for the financial year 2023-24:

The managerial remuneration (including perquisites not considered as part of Managerial Remuneration as per provisions of Schedule V of the Companies Act, 2013) paid for the financial year ended on March 31, 2024 to Mr. Chintan N. Parikh, Managing Director of the Company is 162.60 lakhs and to Mr. Shrikant Pareek, Director (Operations) of the Company is 159.01 lakhs. The perquisites include contribution to provident fund and encashment of leave at the end of tenure as per rules of the Company.

Mr. Krishnachintan Parikh – Executive Director of the Company was paid for the financial year ended on March 31, 2024, managerial remuneration of 51.84 lakhs and performance incentive of299.74 lakhs. The perquisites include contribution to provident fund and national pension scheme and encashment of leave at the end of tenure, as per rules of the Company. The Company pays sitting fees (subject to tax deduction at source) to all of its Non-Executive Directors. The same is paid at the rate of 10,000/- per meeting for Board Meeting, 5,000/- per meeting for the Audit Committee Meeting and 3,000/- per meeting for the Nomination and Remuneration Committee Meeting. Sitting fees of 3,000/- was also paid to each Independent Director for their separate meeting. The total sitting fees paid for the year ended on March 31, 2024 to the directors is as follows:-

Sr. No.	Name of Director	Amount(in`)
1.	Dr. Bakul H. Dholakia	54000
2.	Mr. Neeraj Golas	42000
3.	Mr. Sanjay Majmudar	63000
4.	Mrs. Koushlya Melwani	72000

In terms of Board’s approval dated June 5, 2021 and Shareholders’ approval at the 38th Annual General Meeting held on August 17, 2021, the Company has paid remuneration of `2,50,000/- to each of the Independent Directors for the financial year 2023-24.

Except sitting fees for attending Board Meetings and Board Committee Meetings and remuneration payment as stated above, none of the Non-Executive Directors has any material pecuniary relationship or transactions with Company.

The notice period and severance fee, if any, are governed by the applicable rules of the Company at the relevant point in time. Presently, the Company does not have a scheme for grant of stock options to its employees.

7. Stakeholders Relationship Committee (SRC):

The Company constituted Shareholder’s /Investors’ Grievances Committee in the year 2002 and later on it was renamed as “Stakeholders’ Relationship Committee” by the Board of Directors at their meeting held on May 30, 2014. As at March 31, 2024, the committee consists of Mrs. Koushlya Melwani, NonExecutive Independent Director as Chairperson, Mr. Neeraj Golas and Mr. Sanjay Majmudar, Non-Executive Independent Directors as members and Ms. Shweta Sultania, Company Secretary acts as the Secretary to the Committee and is also the “Compliance Officer” pursuant to the requirements of SEBI Listing Regulations.

The role of the SRC committee as approved by the Board is in compliance with the SEBI Listing Regulations and the same is as under:

• Approval of transfer or transmission of shares, debentures or any other securities.

• Approval of issue of duplicate certificates for securities and new certificates on split/consolidation/ renewal etc., and transmission of securities.

• Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

42

Annual Report 2023-24

• Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent.

• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

• Oversee the statutory compliance relating to all securities including dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.

• Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

• To specifically look into various aspects of interest of shareholders and other security holders.

In order to expedite the process, the Committee has authorised Ms. Shweta Sultania, Company Secretary to attend and redress day to day investor complaints and report the same to Committee at its meetings.

During the year 2023-24, the Committee met once on February 08, 2024 to look into the matter relating to investor grievances viz; transfer or transmission of shares, debentures, issue of duplicate certificates / split / consolidation / renewal etc. and transmission of securities, non-receipt of annual report, etc. During the year, the Company has received one investor complaint from a shareholder of the Company which was disposed/redressed within the prescribed time period. No complaint was pending for redressal at the end of the financial year. The details of members participation at the meeting are as under:

Sr. No.	Name of Director	Designation	No. of meetings held	No. of meetings attended
1.	Mrs. Koushlya Melwani	Chairperson	1	1
2.	Mr. NeerajGolas	Member	1	1
3.	Mr. SanjayMajmudar	Member	1	0

8. Code of Conduct and Business Ethics:

The Company has laid down Code of Conduct and Business Ethics for its board members and senior management. This Code of Conduct and Business Ethics lays down various principles and guidelines for board members and senior management of the Company, aimed at improving and enhancing the corporate relations with its stakeholders. In terms of SEBI Listing Regulations, the Company has suitably revised the Code of Conduct and Business Ethics for the board members and senior management. The said Code has been communicated to the directors and the members of the senior management and they have confirmed compliance with the said code. The code of conduct has been posted on the Company’s website www.ashima.in. A declaration signed by the Managing Director to this effect is attached at the end of this report.

9. Code of Conduct for Prohibition of Insider Trading:

The Company has updated its “Code of Conduct to regulate, monitor and report trading by Insiders” (Code of Conduct) and a “Code of Practices and Procedures for fair disclosure of unpublished price sensitive information for adhering to the principles of fair disclosure” (Code of Procedures) in line with the amendments in SEBI (Prohibition of Insider Trading) Regulations, 2015. The Codes are available on the Company’s web site www.ashima.in. Ms. Shweta Sultania, Company Secretary is the Compliance Officer for the purpose of this Code.

10. Risk Management:

The Company has framed and adopted a “Risk Management Policy” for assessment of risks and determines the responses to these risks so as to minimize their adverse impact on the organisation. The Company has well laid down procedures about the risk assessment and minimization. Results of the risk assessments and residual risks are presented to the senior management and the management is accountable for the

43

ASHIMA LIMITED

integration of risk management practice in its day to day activities. The Audit Committee evaluates the risk management system and the Board takes responsibility for the total process of risk management in the organization which includes framing, implementing and monitoring the risk management plan.

11. Meeting of Independent Directors:

Pursuant to the requirements of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations, the Independent Directors met on March 28, 2024 inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the Chairperson of the company, taking into account the views of the Executive Directors and Non-Executive Directors.

• Evaluation of the quality, quantity and timelines of flow of information between the Management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform the duties.

The details of members participation at the meetings are as under:

Sr. No.	Name of Director	Designation	No. of meetings held	No. of meetings attended
1.	Dr. Bakul H. Dholakia	Chairperson	1	1
2.	Mrs. Koushlya Melwani	Member	1	1
3.	Mr. NeerajGolas	Member	1	1
4.	Mr. SanjayMajmudar	Member	1	1

12. a. General Body Meetings:

Location and time for the last three AGMs:

Year	Date	Venue	Time
2021	17/08/2021	Through Video Conferencing/ Other Audio Visual Means	11:30 a.m.
2022	25/08/2022	Through Video Conferencing/ Other Audio Visual Means	11:30 a.m.
2023	25/08/2023	Through Video Conferencing/ Other Audio Visual Means	11:35 a.m.

Special resolutions passed in the previous three (3) annual general meetings:

Sr. No.	Date	Details of Special Resolution passed
1.	17/08/2021	1. Re-Appointment of Mr. Neeraj Golas (DIN: 06566069) as an Independent Director of the Company for a second term of fve consecutive years. 2. Revision in remuneration payable to Mr. Shrikant Pareek – Director (Operations) (DIN: 02139143)
2.	25/08/2022	1. Revision in Remuneration payable to Mr. Shrikant Pareek – Director (Operations) (DIN No. 02139143). 2. Alteration of Object Clause of Memorandum of Association of the Company.
3.	25/08/2023	1. Revision in Remuneration of Mr. Shrikant Pareek (DIN: 02139143), Director (operations) of the Company. 2. Re-appointment of Mr. Shrikant Pareek (DIN: 02139143) as a Whole- time Director, designated as “Director (Operations)” of the Company. 3. Re-appointment of Mr. Sanjay S. Majmudar (DIN: 00091305) as an Independent Director of the Company. 4. Re-appointment of Mrs. Koushlya V. Melwani (DIN: 01575110) as an Independent Director of the Company.

44

Annual Report 2023-24

• b. Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the following special resolutions were passed by the Members by way of Postal Ballot during FY – 2023-24.

Particulars of the Resolutions	Item No. 1: Revision in Remuneration of Mr. Krishnachintan C. Parikh (DIN: 07208067), Executive Director of the Company. Item No. 2: Re-appointment of Mr. Krishnachintan C. Parikh (DIN: 07208067), as Executive Director of the Company.	Item No. 1: Revision in Remuneration of Mr. Krishnachintan C. Parikh (DIN: 07208067), Executive Director of the Company. Item No. 2: Re-appointment of Mr. Krishnachintan C. Parikh (DIN: 07208067), as Executive Director of the Company.	Item No. 1: Revision in Remuneration of Mr. Krishnachintan C. Parikh (DIN: 07208067), Executive Director of the Company. Item No. 2: Re-appointment of Mr. Krishnachintan C. Parikh (DIN: 07208067), as Executive Director of the Company.	Item No. 1: Revision in Remuneration of Mr. Krishnachintan C. Parikh (DIN: 07208067), Executive Director of the Company. Item No. 2: Re-appointment of Mr. Krishnachintan C. Parikh (DIN: 07208067), as Executive Director of the Company.
Name of the Scrutinizer	Mr. Tapan Shah – PractisingCompanySecretar
Date of report of scrutinizer	March 18,2024
Date of declaration of result	March 18,2024
	Item No.:1		Item No.: 2
	Number of members voted	Number of votes	Number of members voted	Number of votes
Valid votes	89	141315543	89	141315543
In favour	81	141313736	83	141314036
% in favour of the resolution	100.00		100.00
Against	8	1807	6	1507
% against the resolution	0.00		0.00
Invalid Votes	Nil		Nil

Thus, the above resolutions were passed by the Members with requisite majority. Resolution(s), if any, required to be passed through postal ballot during financial year 2024-25 shall be passed as per the prescribed procedure.

13. Means of Communication:

The financial results of the company are reported to as mentioned below:-

*	Financial Results	:	Quarterly and year to date Financial Results are published in English daily newspaper and Gujarati dailynewspaper i.e. Western Times.
*	Website	:	The Company’s website: www.ashima.in contains information and documents as per the requirement of Regulation 46 of SEBI ListingRegulations.
*	Ofcial news release, press release and presentations made to institutional investors, or to the analysts	:	During the year, no ofcial news release, press release and presentations to institutional investors or to the analysts were made bythe Company.

14. General Shareholders’ Information:

• a. AGM date, time and venue:

Saturday, August 17, 2024 at 11:30 a.m. through Video Conferencing/ Other Audio Visual Means. The venue of the meeting shall be deemed to be the Registered Office of the Company at Texcellence Complex, Khokhara-Mehmedabad, Ahmedabad-380021.

b. Financial Year:

The Financial Year of the company is for a period of 12 months from April 01 to March 31.

c. Dividend Payment date:

No dividend has been recommended for the financial year ended on March 31, 2024.

45

ASHIMA LIMITED

• d. Listing on stock exchanges and address:

• National Stock Exchange of India Limited

  • Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051.

• BSE Limited

  • 1st Floor, New Trading Ring, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai–400 001.

Listing fee has been paid for both the above stock exchanges for the financial year 2024-25.

Stock Code:

• BSE Limited

  • : 514286

• The National Stock Exchange of India Ltd : ASHIMASYN

• Demat ISIN numbers in NSDL and CDSL for equity share : ISIN No : INE440A01010

• e. Monthly high and low price of Equity Shares along with the volume of Equity Shares of the Company traded in National Stock Exchange of India Limited and BSE Limited during the financial year ended March 31, 2024.

MONTH	NSE	NSE	NSE	BSE	BSE	BSE
	High |**Low**<br>	Volume Nos.	High |**Low**<br>	Volume Nos.
April, 2023	15.00	12.35	2577387	15.00	12.44	244999
May,2023	14.70	12.55	1553949	14.74	13.00	209090
June,2023	15.85	13.60	2916959	15.83	13.26	513091
July,2023	14.95	12.70	3179594	14.90	12.05	357207
August,2023	14.50	12.50	5560984	14.43	12.20	798679
September,2023	16.35	12.60	11458921	16.40	12.26	1945097
October,2023	17.35	13.00	11643045	17.32	13.21	1338466
November,2023	18.00	14.10	7792206	17.93	14.37	1054129
December,2023	19.30	15.60	13163520	19.45	15.70	2245365
Januar,2024	22.80	16.90	34852374	22.88	16.79	4640476
Februar,2024	26.15	19.40	36610785	26.30	19.42	5023863
March,2024	22.95	17.80	12662271	22.70	17.99	1802896

46

Annual Report 2023-24

• f. Performance of Company’s Equity Shares (closing share price) in comparison to BSE Sensex during the F.Y. 2023-24:

Ashima Share Price vis-a-vis BSE Sensex movement during F.Y. 2023-24

==> picture [344 x 269] intentionally omitted <==

----- Start of picture text -----

140.00
74000
120.00
72000
100.00
70000
80.00
68000
60.00
66000
40.00
64000
62000 20.00
60000 0.00
Month
BSE Sensex High Price Ashima Share High Price at BSE
Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24
----- End of picture text -----

g. Securities have not been suspended from trading at any time during the year.

h. Share Transfer System:

As Stakeholders’ Relationship Committee (SRC) has broader role in the matters relating to shareholders of the Company. SRC has been authorized to oversee and review all matters connected with transfer/ transmission of Company’s securities. All the share transfer/transmission/transposition/ dematerialization/ re-materialization are handled by our Registrar and Transfer Agents i.e. Link Intime India Private Limited. During the year under review, all the requests received for transfer/ transmission/ dematerialization/ re-materialization of shares etc. are processed and completed within the stipulated time.

The Company obtains from a Company Secretary in Practice an annual certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the certificate with the Stock Exchanges.

47

ASHIMA LIMITED

i. Distribution of shareholding:

As on March 31, 2024, the distribution of shareholding and share holding pattern was as under:

No. of equity shares held	No. of shareholders	% of shareholders	No. of shares	% of shareholding
1-500	24284	71.91	3620562	1.89
501-1000	3869	11.46	3423276	1.79
1001-2000	2196	6.50	3516321	1.83
2001-3000	972	2.88	2547017	1.33
3001-4000	394	1.17	1449006	0.76
4001-5000	618	1.83	3000305	1.56
5001-10000	774	2.29	6148144	3.21
10001 and above	662	1.96	167955447	87.63
Total	33769	100.00	191660078	100.00

j. Shareholding Pattern of the Company as on March 31, 2024:

No.	Categor	No. of Shares held	Percentage (%) of share holding
A.	Promoters’ holding
	Promoters and Promoter Group	140842835	73.49
	Sub Total A	140842835	73.49
B.	Non- Promoter holding (Public)
	a. Mutual Funds	3300	0.00
	b. Financial Institutions/ Banks /NBFC	639	0.00
	c. NRIs / OCBs/ FPIs	679996	0.36
	d. Bodies Corporate /LLP	2015779	1.05
	e. ClearingMembers	8073	0.00
	f. Individual / HUF /Trust	47366789	24.71
	g. Directors Relatives / Key Managerial Personnel / Relatives of Promoters	129575	0.07
	h. Unclaimed Securities Suspense Account/ Suspense Escrow Demat Account	613092	0.32
	Sub Total B	50817243	26.51
	Grand Total(A+B) >	191660078	100.00

k. Dematerialisation Details and liquidity:

The Company’s shares are available for dematerialization on both the Depositories viz., National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL). The Company had entered into tripartite agreement with NSDL, CDSL and Link Intime India Private Ltd, for dematerialization of the securities. As at March 31, 2024, 190991281 equity shares of the Company representing 99.65% of the total equity share capital of the Company are held in dematerialized form. The Company’s shares are actively traded on BSE Limited and National Stock Exchange of India Ltd. The monthly trading volumes of Company’s shares have been given at point (e) hereinabove.

l. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity

The Company has not issued any such securities.

48

Annual Report 2023-24

m. Commodity Price Risks and Commodity Hedging Activities:

The Company’s product does not fall under “commodity”, therefore commodity price risk and hedging activities are not carried out by the Company.

• n. Plant location:

Texcellence Complex, Khokhara – Mehmedabad, Ahmedabad – 380021.

o. Address for Correspondence: Investors/ shareholders should address their correspondence to the Registrar and Share Transfer Agents for equity shares related matters at the address mentioned below:

Link Intime India Pvt. Ltd

5th Floor, 506 to 508, Amarnath Business Centre (ABC-1), Beside Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Navrangpura, Ahmedabad-380009, Gujarat Phone-079-26465179, Fax-079-26465179 • E-mail: ahmedabad@linkintime.co.in

All other investors related complaints be addressed to:

Secretarial Department, Texcellence Complex, Near Anupam Cinema, Khokhara – Mehmedabad, Ahmedabad – 380021.

The Company has also designated an e-mail ID exclusively for the purpose of registering complaints by investors. The e-mail ID is investor_redressel@ashima.in. Shareholders / Investors can send their complaints / grievances to the above e-mail ID and the same will be attended to by our In-house secretarial department.

• p. Credit Ratings:

The Company has not obtained any credit rating as no such requirement is applicable to the Company, as no funds have been mobilized through any listed debt instrument or any fixed deposit programme.

• q. Compliance with Code of Business Conduct and Ethics:

As provided under SEBI Listing Regulations, the members of the Board of Directors and Senior Management Personnel have confirmed compliance with the Code of Conduct for the year ended on March 31, 2024 and the Managing Director has signed a declaration to this effect.

• r. Compliance Certificate regarding compliance of conditions of corporate governance has been obtained from Statutory Auditors of the Company and the same is annexed with the Board’s Report.

s. Disclosure with respect to Unclaimed Securities Suspense Account and Suspense Escrow Demat Account.

• i. 6,12,992 unclaimed shares held by two shareholders were lying in “Ashima Limited- Unclaimed Securities Suspense Account” at the beginning of the financial year.

• ii. During the financial year, 100 shares held by one shareholder were transferred to “Ashima Limited–Suspense Escrow Demat Account”.

• iii. No shareholder has approached the Company for transfer of shares from “Ashima LimitedUnclaimed Securities Suspense Account” and “Ashima Limited–Suspense Escrow Demat Account” during the year and therefore no shares has been transferred.

• iv. 6,12,992 unclaimed shares held by two shareholders were lying in “Ashima Limited- Unclaimed Securities Suspense Account” and 100 shares held by one shareholder were lying in “Ashima Limited–Suspense Escrow Demat Account” at the end of the financial year.

• v. All corporate benefits accruing on such shares viz., bonus shares, split etc. shall be credited to the above “Ashima Limited–Unclaimed Securities Suspense Account” and “Ashima Limited– Suspense Escrow Demat Account” and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

49

ASHIMA LIMITED

15. Disclosures:

a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large.

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. Suitable disclosures as per requirements of IND AS 24, are made in the notes to accounts annexed to the Financial Statements. Policy on dealing with related party transactions is placed on the Company’s website at www.ashima. in and weblink of the same is https://ashima.in/wp-content/uploads/2022/05/Related-PartyTransactions-Efective-from-April-1-2022.pdf.

• b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Ltd and the Company has complied with all the applicable requirements of capital markets and no penalties or strictures have been imposed on the Company by above Stock Exchanges, SEBI or any other authority on any matter relating to the capital markets during the last three (3) years.

• c) Vigil Mechanism /Whistle Blower policy and affirmation that no personnel have been denied access to the Audit Committee.

The Company has adopted Vigil Mechanism / Whistle Blower policy for Directors and Employees which has been placed 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. No personnel have been denied access to the Audit Committee.

• d) Policy for determination of material subsidiary.

• As the Company has no subsidiary as on date, the requirement of formulating a specific policy on dealing with material subsidiaries does not arise.

• e) Loans and Advances in the nature of loan to firms / companies in which directors are interested by name and amount.

• During the financial year 2023-24, the Company has not given any loans and advances in the nature of loans to firms / companies in which Directors are interested.

16. Details of compliance with mandatory requirements and adoption of the non- mandatory requirements:

The Company has complied and disclosed all the mandatory corporate governance requirements under regulation 17 to 27 and sub-regulation (2) of Regulation 46 of SEBI Listing Regulations and discretionary requirements as specified in Part E of Schedule II adopted by the Company are given below: The status on the compliance with discretionary recommendations and adoption of the non-mandatory requirements of the SEBI Listing Regulations is as under:

1. Board: The Chairman of the Board is Executive Chairman and hence the requirement of maintaining chairman office is not applicable.

2. Shareholder’s Rights: The Company’s financial results are published in the newspapers and are also posted on website at www.ashima.in. Hence, the financial results are not sent to the Shareholders of the Company. However, the Company furnishes the financial results on receipt of request from Shareholders of the Company.

3. Modified Opinion(s) in Audit Report: During the financial year under review, there was no audit qualification in the Company’s financial statements. The Company continues to adopt best practices to ensure regime of unmodified audit opinion.

4. Separate posts of Chairperson and Managing Director or the Chief Executive Officer: The Company does not have separate posts of Chairman and Managing Director or Chief Executive Officer.

50

Annual Report 2023-24

5. Reporting of Internal Auditor: The Internal Auditor of the Company reports to the Audit Committee on quarterly basis at Audit Committee meeting.

The information as required under Regulation 46 of SEBI Listing Regulations has been disseminated on the Company’s website at www.ashima.in

17. Details of utilization of funds raised through preferential allotment or qualified institutions placement:

During the financial year, the Company has not raised any fund through preferential allotment or qualified institutions placement as specified under Regulation 32 of SEBI Listing Regulations.

18. A certificate from a Company Secretary in practice regarding debarment or disqualification of Directors:

The Company has taken a certificate from Mr. Tapan Shah, a Practicing Company Secretary certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

19. Confirmation by the Board of Directors about acceptance of recommendation of mandatory committees:

The Board of Directors confirm that during the year there has been no instance of the Board not accepting any recommendation of any Committee of the Board which is mandatorily required.

20. Total fees for all services paid by Company to the Statutory Auditors is given below:

Total fees for all services paid by Company to the Statutor Auditors is given below:	Total fees for all services paid by Company to the Statutor Auditors is given below:
`in Lakhs
Payment to Statutor Auditors	FY 2023-24
StatutorAudit Fees	11.50
Other Services/Other matters	1.47
Total	12.97

21. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”), and the rules framed thereunder. The Board of Directors has constituted an Internal Complaints Committee (ICC) in due compliance with the POSH Act.

During the year under review, there were no complaints filed during the financial year and no Complaints were pending as at the end of the financial year pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The above report has been placed before the Board of Directors of the Company at their meeting held on May 25, 2024 and the same was approved thereat.

For and on behalf of the Board

Chintan N. Parikh Date: May 25, 2024 Chairman & Managing Director Place: Ahmedabad (DIN: 00155225)

51

ASHIMA LIMITED

Declaration of Compliance with the Code of Conduct as required under Regulation 34(3) read with Schedule V(D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to confirm that the Company has adopted a Code of Conduct for Directors and Senior Management Personnel.

I further confirm that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended on March 31, 2024 as per Schedule V(D) read with Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Chintan N. Parikh Date: May 25, 2024 Chairman & Managing Director Place: Ahmedabad (DIN: 00155225)

52

Annual Report 2023-24

Auditors’ Certifcate on Compliance of Conditions of Corporate Governance

To

The members of Ashima Limited

1. This report contains details of compliance of conditions of Corporate Governance by Ashima Limited (“the Company”) for the year ended on March 31, 2024, as stipulated in Regulations 17 to 27, clauses (b) to (i) sub-regulation (2) of regulation 46 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 [Listing Regulations] pursuant to the Listing Agreement of the Company with Stock exchanges.

Management’s Responsibility

1. The Compliance with the terms and conditions of Corporate Governance is the responsibility of the management of the Company including the preparation and maintenance of all relevant supporting records and documents.

2. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

Auditor’s Responsibility

1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

2. We have examined the relevant records of the Company in accordance with the Generally Accepted Auditing Standards in India, to the extent relevant, and as per the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India.

3. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

4. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

1. In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraph C, D and E of schedule V of the Listing Regulations during the year ended on March 31, 2024.

2. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For MUKESH M. SHAH & CO., Chartered Accountants Firm Registration No.: 106625W

Date: May 25, 2024 Place: Ahmedabad

Suvrat S. Shah Partner Membership No.: 102651 UDIN: 24102651BKBLVC3789

53

ASHIMA LIMITED

CEO and CFO Certifcation

(Regulation 17(8) and Part B of Schedule II of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

To,

The Board of Directors Ashima Limited Ahmedabad.

We certify that:

1. We have reviewed the financial statements and the cash flow statement for the financial year ended on March 31, 2024 and that to the best of our knowledge and belief:

2. (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

3. (ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

4. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

5. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

6. We have indicated to the auditors and the audit committee:

7. (i) significant changes in internal control over financial reporting during the year.

8. (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

9. (iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Date: May 25, 2024 Place: Ahmedabad

Chintan N. Parikh Jayesh C. Bhayani Chairman & Managing Director Chief Financial Officer (DIN: 00155225)

54

Annual Report 2023-24

ANNEXURE-5 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC OVERVIEW AND OUTLOOK

Global Economy

The global economy remained remarkably resilient. It displayed a mixed landscape, marked by both challenges and opportunities. Economic growth remained uneven across regions, with some economies experiencing robust rebounds while others lag behind. Trade tensions and geopolitical uncertainties continue to influence market sentiments and investment decisions. Supply chain disruptions persist, contributing to inflationary pressures in various sectors. Central banks are navigating the delicate balance of supporting growth while combating inflationary risks through monetary policy adjustments.

Efforts to address climate change are reshaping industries and driving investment towards sustainable practices, presenting both challenges and opportunities. At the same time, technological advancements, particularly in digitalization and automation, are transforming industries and labor markets, leading to shifts in job roles and skills requirements.

Indian Economy

India has emerged as the fastest-growing major economy in the world, backed by its robust democracy and strong partnerships. India’s appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility. The government’s focus on infrastructure development and investment in key sectors like manufacturing and technology aims to stimulate growth and create employment opportunities. However, inflationary pressures persist due to supply chain disruptions and rising commodity prices. The growth in nominal GDP during 2023-24 is estimated at 9.1% as compared to 14.2% in 2022-23. Strong domestic demand for consumption and investment, along with Government’s continued emphasis on capital expenditure are seen as the key drivers of the GDP. Overall, navigating the complexities requires a concerted effort from policymakers and stakeholders to foster inclusive and sustainable growth in the Indian economy.

Indian Textile Industry

The Indian textile industry stands as one of the largest contributors to the country’s economy. However, its current status reflects a blend of resilience amidst challenges and potential for further growth. Government initiatives such as the Production Linked Incentive (PLI) scheme for the textile sector aim to enhance competitiveness, boost exports and attract investments. Additionally, reforms in labor laws and tax structures seek to streamline operations and improve ease of doing business for textile manufacturers.

The Indian textile industry continues to diversify its product offerings, embracing sustainability practices and adopting advanced technologies like automation and digitalization to enhance efficiency and quality. However, challenges such as infrastructural bottlenecks, regulatory complexities and global market fluctuations persist. Addressing these challenges requires a collaborative approach from government, industry players and other stakeholders to sustainably propel the Indian textile industry towards greater resilience, innovation, and competitiveness on the global stage.

Company’s Performance

The operational performance of the company has substantially improved during the year as its Real Estate division started booking revenue for its maiden project. The textile business has reported lower loss at PBT level compared to the previous year. The Investment division has achieved substantially improved profitability, consistently outperforming all benchmark indices.

Segment-wise Analysis and Review

The Company is engaged in three business segments viz. Textiles, Real Estate and Investment divisions. Performance analysis for each segment during the year is discussed hereinbelow:

55

ASHIMA LIMITED

Textiles Division: With the resumption of wet production activities upon commissioning of new Effluent Treatment Plant (ETP) and Zero Liquid Discharge (ZLD) system, the Company reverted to inhouse production and reduced outsourcing. This helped the Company increase its business volumes and in restoring its cost efficiencies. Softened input costs enabled the divisions reduce their variable costs. Dyecot and Denim divisions could therefore record improvement in volumes and profitability. Garment and Attires divisions continued to face competitive pressures and have reported decline in profitability. In overall terms, the textiles business has been able to increase the levels of operations and reduce its losses during the year.

Real Estate Division: The division commenced its activities during the previous year and the business is growing well. Currently there are two projects under progress: “Swan Lake”, which is a week-end homes project and the recently launched “The Sovereign”, which is a luxurious high-rise residential apartment project. The company received overwhelming market response to the Swan Lake project. Out of the total 38,00,000 sq ft, almost 22,75,000 sq ft, i.e. about 60% have been booked. Revenue booked during the year is 6983 lacs. Construction and development work for the project is progressing satisfactorily. The Sovereign project started during the last quarter of the year and the construction work thereof is going well. The total built up area of the project is about 6,46,000 Sq Ft and the company has already invested 9200 lacs for the project. The Swan Lake project has started booking revenue during the last quarter and the division has reported healthy profitability.

Investment Division: The division has reported extraordinary level of profitability (based on mark-to-market accounting) during the current year. It makes investment in equity shares with a long-term perspective. As per accounting norms, periodic performance is reported based on market value of shares held at the end of the period. The division has consistently outperformed the benchmark indices in terms of XIRR. The XIRR for the investments of the Company works out to 78% for the year, compared to XIRR of various benchmark indices ranging from 25% to 39%.

FINANCIAL RESULTS AND OUTLOOK:

Financial performance:

The performance of the company has improved significantly during the year. During the year under review, the company has reported profit of 9,641 lacs compared to loss of665 lacs during the preceding year. Profitability for the year includes first-time recognition of deferred tax assets of `3500 lacs.

Raw material:

Cotton yarn prices started going down since start of the year and remained soft after a volatile movement during the year, driven by almost similar pattern in cotton prices. Fluctuations in international demand continued playing a pivotal role in the domestic yarn prices occasionally. Though company works mostly on pre-booked orders, a favourable raw material price scenario helps the company positively.

Dyes and Chemicals:

The prices of dyes and chemicals have remained mostly on a downward side during the year. Prices of basic chemicals have reduced compared to those of dyestuff and specialty chemicals. The company keeps on making efforts to optimize the costs on a continuous basis by various ways including changes in recipe, process as well as going for newer and/or alternative chemicals. Changes in the prices are regularly updated for arriving at final product pricing.

Utilities:

Power tariff has gone up marginally during the year, whereas fuel costs have reduced on account of reduced coal prices.

Other expenses:

The company continues to exercise appropriate cost control mechanism in order to manage the impact of inflationary pressure on the overhead expenses. The costs of such overheads have however increased during the year mainly on account of increased level of operational activities across its business divisions.

56

Annual Report 2023-24

Interest and others:

Finance costs during the year have gone up on account of increased borrowing levels for working capital requirement.

Significant changes in financial ratios and explanations thereon are appearing at note no. 49 to the Financial Statements.

Outlook:

The Real Estate Business started booking revenue, which is a landmark moment for the Company as it moves ahead with its ambitious plans to capitalise on the vast opportunities that real estate market offers in Ahmedabad. Going forward, real estate business is expected to assume more significance for the Company for its future growth and profitability.

The Company expects real estate business to continue to contribute to growth and higher profitability of the Company in the times to come. Textile business is likely to continues facing challenges on various fronts.

The Investment division is performing exceedingly well and is well poised to take advantage of robust India story.

Resources and liquidity

There is a proper system in place to manage current assets. It ensures efficient utilisation of liquidity and keeps inventories and receivables under control. Managing operating cycle of the company is an important exercise and company uses appropriate measures to manage it on a regular basis.

Opportunities:

The Real Estate sector, which has seen growth momentum since the past several years, offers significant growth opportunities to the Company. The Company is well poised to take advantage of these opportunities. The textile industry offers various opportunities, especially on account of the recent shift towards sustainability across its entire value chain, which requires continuous efforts on improving manufacturing and technical capabilities.

Threats:

The Indian Real Estate Sector faces threats like adverse impact on demand due to factors such as high / rising interest rates on borrowings and affordability issues for customers as property prices go up due to increasing cost of land and construction.

While the Indian textile industry presents numerous opportunities, it also faces several threats including supply chain disruption, price volatility, competition, changing consumer preferences, geopolitical uncertainty, etc. To mitigate these threats, businesses need to adopt proactive strategies focused on innovation, diversification, cost optimization, risk management, etc.

Risks and Concerns:

The management of the company identifies, reviews and develops a plan for reducing risks on an ongoing basis. The company has an effective framework for assessment and mitigation of the risk. Managing working capital cycle and keeping a close track of its inventory and receivables are pivotal to running business efficiently.

Internal Control Systems and their adequacy:

The Company has in place internal control systems commensurate with the size and nature of its business activities and to safeguard the interests of the company. The Board of Directors and Audit Committee are responsible for ensuring that the Internal Controls system laid down by the Company is adequate and operating effectively by reviewing at regular intervals. Internal Control system is in line with compliances requirement and expectations of business associates.

Research and Development:

The company has sound technical knowledge and competent resources in the various areas of business it operates in. Continuous product improvement and process optimization is being followed on a routine basis which helps it achieve operational efficiency and improved product profile.

57

ASHIMA LIMITED

Human Resources and Industrial Relations:

Human resources are at the centre of any entity’s success. The Company continues to take good care of this valuable resource and provide them with a safe and excellent working environment. This enables it to attract, develop and retain the talent required for driving sustainable growth of the company. As on March 31, 2024, there are 239 permanent employees on the rolls of the Company. During the financial year under review the company has maintained peaceful and harmonious industrial relations.

Cautionary Statement:

Statements of Management Discussion and Analysis Report hereinabove contain certain forward-looking objectives, based on various assumptions on the Company’s present and future business strategies and the environment in which we operate. Actual results may differ substantially or materially from those expressed or implied due to risk and uncertainties. The operations of the Company could be influenced by various factors such as domestic and global demand and supply conditions affecting sales volumes and selling prices of finished goods, input availability and cost, new regulations and Government policies, Tax Laws within the country and other factors like litigation and industrial relations of the Company.

For and on behalf of the Board

Date: May 25, 2024 Place: Ahmedabad

Chintan N. Parikh Chairman & Managing Director (DIN: 00155225)

58

Annual Report 2023-24

INDEPENDENT AUDITORS’ REPORT

To the Members of Ashima Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Ashima Limited (‘the Company’), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

59

ASHIMA LIMITED

ASHIMA LIMITED
Key Audit Matters	How our audit addressed the key audit matter
Revenue from Contract with Customers In accordance with the requirements of Ind AS 115, Company’s revenue from real estate projects is recognized at a point in time, which is upon the Company satisfying its performance obligation and the customer obtaining control of the promised asset. Application of Ind AS 115 requires significant judgment in determining when ‘control’ of the property underlying the performance obligation is transferred to the customer and in assessment of whether the contracts with customers involved any financing element. As the revenue recognition involves significant judgement, we regard this as a key audit matter.	Our audit procedures included, among others, the following: • We obtained and understood management process and controls around transfer of control in case of real estate projects and tested the relevant controls over revenue recognition at a point in time. • We assessed the management evaluation of whether the contracts with customers involved any fnancing element, taking into account the consideration received in accordance with the terms of the contract. • We performed test of details, on a sample basis, and inspected the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the property to the customer based on which revenue is recognized at a point in time. • We tested completeness of total number of units sold and total amount of revenue recognised by reconciling the possession report with books of accounts, on a sample basis. • We performed cut of procedures for determination of revenue in appropriate reporting period. • We assessed the disclosure made in accordance with the requirements of Ind AS 115.

Information other than the Financial Statements and Auditor’s Report thereon

• The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Corporate Governance Report and Directors’ Report, but does not include the financial statements and our audit reports thereon.

• Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the financial statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind-AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were

60

Annual Report 2023-24

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

61

ASHIMA LIMITED

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

• b) In our opinion, proper books of account as required by law have been kept, so far as it appears from our examination of those books.

• c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

• d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

• e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act.

• f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

• g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• i. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its financial statements – Refer Item[B] of Note 25 to the financial statements;

• ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

• iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other

62

Annual Report 2023-24

sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• (b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

• (c) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations given under (a) and (b) above, contain any material misstatement.

• v. No dividend is declared or paid during the year by the company, so reporting under clause (f) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014, is not applicable.

• vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

For MUKESH M. SHAH & CO., Chartered Accountants Firm Registration No.: 106625W

Place: Ahmedabad Date : May 25, 2024

Suvrat S. Shah Partner UDIN : 24102651BKBLVA5823 Membership No.: 102651

63

ASHIMA LIMITED

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the financial statements for the year ended March 31, 2024.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

1. (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

   • B. The Company has maintained proper records showing full particulars of intangible assets.

2. (b) Some of the property, plant and equipment were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the property, plant and equipment is reasonable having regard to the size of the Company and the nature of its assets.

3. (c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land that have been taken on lease and disclosed under property, plant and equipment in the financial statements, the lease agreements are in the name of the Company, where the Company is lessee in the agreement.

4. (d) According to the information and explanations given to us and the records examined by us and based on the examination, the Company has not revalued any of its Property, plant and equipment (including Right of Use assets) and intangible assets during the year.

5. (e) According to the information and explanations given to us and the records examined by us and based on the examination, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

6. (a) The inventories were physically verified by the Management at reasonable intervals during the year. In our opinion and based on information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with the books of account.

7. (b) According to the information and explanations given to us, at any point of time of the year, the Company has not been sanctioned any working capital facility from banks or financial institutions on the basis of security of current assets; and hence reporting under clause (ii)(b) of the Order is not applicable.

8. The Company has not provided loans, advances in nature of loan, stood guarantee or provided security to a company, firms, limited liability partnerships or any other parties. Accordingly, the requirement to report on clause (iii) (a) to (f) of the order is not applicable.

9. According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any loans, or provided any guarantee or security or made any investments to which provisions of Section 185 and Section 186 of the Companies Act, 2013 are applicable. Further, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to loans given and investments made.

64

Annual Report 2023-24

1. The Company has not accepted any deposits from public within the meaning of the provisions of section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed thereunder. Further, according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal, in this regard.

2. The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

3. (a) According to the information and explanations given to us and on the basis of our examination of the records, the company has been regular in depositing undisputed statutory dues including Goods and Services tax, Provident Fund, Employees’ State Insurance, Income tax, Sales tax, Service tax, Duty of Custom, Duty of Excise, Value added Tax, Cess and any other material statutory dues wherever payable have been paid during the year with the appropriate authorities. Moreover, as at March 31 2024, there are no such undisputed dues payable for a period of more the six months from the day they became payable.

4. (b) Details of statutory dues of clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:

Sr. No.	Name of Statute	Nature of Dues	Amount [`In lacs]	Period to which the amount relates	Forum where dispute is pending
1	The Income Tax Act, 1961	Income tax	0.87	A.Y. 2001-02	Assessing Ofcer
2	The Income Tax Act, 1961	Income tax	13.43	A.Y. 2018-19	Commissioner of Income-tax (Appeals)-1, Ahmedabad
3	The Income Tax Act, 1961	Income tax	17.05	A.Y. 2017-18	Commissioner of Income-tax (Appeals)-1, Ahmedabad
4	Gujarat Sales Tax Act, 1969	Sales Tax	1,906.01	F.Y. 1999-2000 and 2000- 2001	Joint Commissioner (Appeals) of Commercial Tax
5	Gujarat Sales Tax Act, 1969	Sales Tax	26.87	A.Y. 2002-03	Joint Commissioner of Commercial Tax
6	Gujarat Value Added Tax Act, 2003	VAT	1.34	F.Y. 2011-12	Commissioner (Appeals) of Commercial Tax
7	Employees’ State Insurance Act, 1948	ESI Contribution	101.92	FY 1994-95 to FY 1996-97	ESI Court
8	The Customs Act, 1962	Counter Vailing Duty	6.80	2012	Assistant/ Deputy Commissioner of Customs
9	The Customs Act, 1962	Counter VailingDuty	3.50	2012	CESTAT
10	Central Excise Act, 1944	Excise duty and Penalty	265.77	FY 2002-03	Gujarat High Court

65

ASHIMA LIMITED

Sr. No.	Name of Statute	Nature of Dues	Amount [`In lacs]	Period to which the amount relates	Forum where dispute is pending
11	Central Excise Act, 1944	Excise duty and Penalty	35.66	FY 2010-11	Customs, Excise and Service Tax Appellate Commissioner (A), Ahmedabad
12	Central Excise Act, 1944	Excise duty and Penalty	11.18	FY 2010-11	Joint Secretar, Revision Application under Ministrof Finance
13	Textile Committee Act, 1963	Textile Cess	52.40	AY 1996-97 to 1999-00	Textile Cess Appellate Tribunal

1. According to the information and explanations given to us, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

2. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not defaulted in repayment of loans or borrowings or interest thereon from any financial institution, banks, government or due to debenture holders during the year.

An amount of ` 750 lacs in suspense account remains unsettled. Refer Note 18 of notes to financial statements.

• (b) According to the information and explanations given to us and on the basis of our audit procedure, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

• (c) According to the information and explanations given to us, the Company has not availed term loans, hence reporting under Paragraph 3(ix)(c) is not applicable.

• (d) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of financial statements of the Company, we report that funds raised on short term basis have not been used during the year for the long-term purpose by the Company.

• (e) According to the information and explanations given to us, and the procedures performed by us, and on overall examination of financial statements of the Company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

• (f) According to the information and explanations given to us, and the procedures performed by us, we report that the Company has not raised any loans during the year on the pledge of securities held in its subsidiary companies.

• (a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under this clause of the Order is not applicable to the Company.

• (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) and hence reporting under this clause of the Order is not applicable to the Company.

• (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year.

• (b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

66

Annual Report 2023-24

• (c) According to the information and explanations given by management/ Audit Committee, there were no whistle blower complaints received by the Company during the year.

• In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

• According to the information and explanations given to us and based on our examination of the records of the Company, the Company is in compliance with section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

• (a) In our opinion and based on our examination, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

• (b) We have considered the internal audit reports to the Company issued till date for the period under audit.

• According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with any of its directors or persons connected with such directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

• The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Hence, reporting under clause (xvi)(a), (b), (c) and (d) of the Order is not applicable.

• The Company has not incurred cash losses in the current financial year; however, it has incurred cash losses of ` 252 Lacs in the immediately preceding financial year.

• There has been no resignation of the statutory auditors of the Company during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable.

• On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

• The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year. Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.

For MUKESH M. SHAH & CO., Chartered Accountants Firm Registration No.: 106625W

Place: Ahmedabad Date : May 25, 2024

Suvrat S. Shah Partner UDIN : 24102651BKBLVA5823 Membership No.: 102651

67

ASHIMA LIMITED

“ANNEXURE B” TO THE AUDITORS’ REPORT

Report on the Internal Financial Control clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Ashima Limited (“the Company”) as of March 31, 2024 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial control based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India [“ICAI”]. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

68

Annual Report 2023-24

Inherent limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For MUKESH M. SHAH & CO., Chartered Accountants Firm Registration No.: 106625W

Place: Ahmedabad Date : May 25, 2024

Suvrat S. Shah Partner UDIN : 24102651BKBLVA5823 Membership No.: 102651

69

ASHIMA LIMITED

BALANCE SHEET AS AT MARCH 31, 2024

ASHIMA LIMITED BALANCE SHEET AS AT MARCH 31, 2024
		`in Lacs
Particulars Note No.		As at March 31,
		2024			2023
ASSETS: Non-Current Assets: Property, Plant and Equipment and Intangible Assets Property, Plant and Equipment 4 (A) Intangible Assets 4 (B) Capital work-in-progress 4 (C) Financial Assets: Investments 5 Other Financial Assets 6 Other Non-Current Assets 7 Deferred Tax assets 37 Assets for Current tax (Net) 8 Current Assets: Inventories 9 Financial Assets: Trade Receivables 10 Cash and Cash Equivalents 11 Bank Balance other than Cash and Cash Equivalents 12 Other Current Financial Assets 13 Other Current Assets 14 Non-current Assets classifed as held for sale 15 Total EQUITY AND LIABILITIES: Equity: Share Capital 16 Other Equity 17 Liabilities: Non-Current Liabilities: Financial Liabilities: Borrowings 18 Other Non-Current Financial Liabilities 19 Current Liabilities: Financial Liabilities: Borrowings 20 Trade Payables 21 Total outstanding dues of micro and small enterprises Total outstanding dues of creditors other than micro and small enterprises Other Current Financial Liabilities Other Current Liabilities 22 Provisions 23 24 Total Signifcant Accounting Policies 2 Notes to the Financial Statements 1 to 49		13,088 12 728 3,063 - 333 3,500 310			13,397 7 413 1,515 - 437 - 248
		21,036 18,710 4,872 6,447 577 248 2,190 339			16,016 7,987 1,453 2,000 720 438 3,042 361
		33,382			16,001
		54,418			32,017
		19,166 12,520			19,166 2,862
		31,686 11,074 9			22,028 3,266 10
		11,083 1,316 196 4,114 1,272 4,628 123			3,277 5 - 2,944 862 2,761 141
		11,649			6,713
		54,418			32,017

As per our report of even date

For and on behalf of the Board

For Mukesh M. Shah & Co.

Chintan N. Parikh Chairman & Managing Director (DIN:00155225)

Chartered Accountants Firm Registration Number: 106625W

Suvrat S. Shah Shweta Sultania Jayesh C. Bhayani Partner Company Secretary Chief Financial Officer Membership Number: 102651 Membership Number: ACS-22290 Ahmedabad, Dated: May 25, 2024

Ahmedabad, Dated: May 25, 2024

70

Annual Report 2023-24

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2024

			`in Lacs
Particulars Note No.	Year ended		March 31,
	2024		2023 (Refer Note No 47)
CONTINUING OPERATIONS: INCOME: Revenue from Operations 26 Other Income 27 Total Income EXPENSES: Cost of Materials Consumed 28 Purchases of Stock-in-Trade 29 Land Development & Construction Cost 30 Changes in Inventories of Finished goods, Work-in-progress and Stock-in-Trade 31 Employee Benefts Expense 32 Finance Costs 33 Depreciation and Amortisation expense 4 Other Expenses 34 Total Expenses Profit/(Loss) before Exceptional items and Tax from Continuing operations Exceptional Items 40 Proft/(Loss) before Tax from Continuing Operations Tax Expense: Deferred Tax 37 Tax adjustment for earlier years 37 Proft/(Loss) for the year from Continuing Operations Proft/(Loss) before Exceptional items and Tax from Discontinued operations Proft/(Loss) from Discontinued Operations 47 Proft/(Loss) from Discontinued Operations Proft/(Loss) for the year Other Comprehensive Income [OCI]: Items that will not be reclassifed to proft or loss: Re-measurement losses on post employment defned beneft plans Other Comprehensive Income for the year [Net of tax] Total Comprehensive Income for the year [Net of Tax] Basic & Diluted Earning per Equity Share [EPS] [in**] - Continuing operations**<br>36<br>**Basic & Diluted Earning per Equity Share [EPS]**<br>**[in**] - Discontinued operation Basic & Diluted Earning per Equity Share [EPS] [in`] - Continuing & Discontinued operations Signifcant Accounting Policies 2 Notes to the Financial Statements 1 to 49	32,944 184 33,129 14,379 620 9,916 (9,875) 3,781 511 447 7,207 26,985 6,144 - 6,144 3,500 (6)		20,698 364
			21,062 10,233 1,778 1,344 (818) 3,156 225 413 5,495
			21,826
			(764) (5)
			(769) - -
	3,494		-
			(769)
			104
			104
			(665) (31)
			(31)
			(696)
			(0.40) 0.05 (0.35)

As per our report of even date

For and on behalf of the Board

For Mukesh M. Shah & Co.

Chintan N. Parikh Chairman & Managing Director (DIN:00155225)

Chartered Accountants Firm Registration Number: 106625W

Suvrat S. Shah Shweta Sultania Jayesh C. Bhayani Partner Company Secretary Chief Financial Officer Membership Number: 102651 Membership Number: ACS-22290 Ahmedabad, Dated: May 25, 2024

Ahmedabad, Dated: May 25, 2024

71

ASHIMA LIMITED

|**in Lacs**|||19,166|19,166|**19,166**||**Other Equity:**<br>in Lacs|Total|2022-23|3,558|(665)|(31)|2,862|As per our report of even date
For and on behalf of the Board
For Mukesh M. Shah & Co.
Chintan N. Parikh
Chartered Accountants
Chairman & Managing Director
Firm Registration Number: 106625W
(DIN:00155225)
Suvrat S. Shah
Shweta Sultania
Jayesh C. Bhayani
Partner
Company Secretar
Chief Financial Ofcer
Membership Number: 102651
Membership Number: ACS-22290
Ahmedabad, Dated: May 25, 2024
Ahmedabad, Dated: May 25, 2024|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||||||||||2023-24|2,862|9,641|17|12,520||
|No. of Shares|||191,660,078|191,660,078|191,660,078||||||||||
|||||||||Other Comprehensive
Income|2022-23|(464)||(31)|(495)||
||Equity Share Capital:|Equity Shares of`10/- each, Issued, Subscribed and Fully Paid-up:|As at March 31, 2022|As at March 31, 2023|As at March 31, 2024||||||||||
||||||||||2023-24|(495)||17|(479)||
|||||||||Retained Earnings|2022-23|3,984|(665)|-|3,319||
||||||||||2023-24|3,319|9,641|-|12,960||
|||||||||Capital Reserve|2022-23|38|||38||
||||||||||2023-24|38|||38||
|||||||||||Balance at the beginning of the year|Add: Proft/(Loss) for the year|Other Comprehensive Income for the year|Balance at the end of the year||
||a||||||||||||||
||||||||b||||||||

72

Annual Report 2023-24

STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2024

|Particulars||**in Lacs**|in Lacs|**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|---|---|
|||Year ended|||March 31,||
|||2024|||2023||
|(A)
Cash fow from Operating Activities
Proft/(Loss) before Exceptional items
and Tax
Adjustments for:
Depreciation and Amortisation
Interest Expenses
Interest income
(Gain)/Loss on Property, Plant and
Equipment sold/ discarded (net)
Net gain on sale/fair valuation of
instruments measured at FVTPL
Impairment allowance
Dividend Income
Payment made for export obligation under
EPCG scheme
Operating Proft before Working Capital
Changes
Adjustments for changes in working
capital :
(Increase)/decrease in trade receivables
(Increase)/decrease in loans & advances and
other assets
(Increase)/decrease in inventories
Increase/(decrease) in trade payables
Increase/(decrease) in other liabilities and
provisions
Cash Generated from/(used in)
Operations
Income taxes (Paid)/Refund received||447
473
(150)
(2)
(1,246)
1
(97)
-
(3,419)
1,151
(10,723)
1,366
2,275|6,147
(574)
5,573
(9,349)
(3,777)
(68)||413
193
(181)
(259)
(162)
7
(42)
(315)
762
(1,398)
(303)
(1,293)
654|(660)
(346)|
|||||||(1,005)
(1,578)|
|||||||(2,584)
192|
|Net Cash flow from Operating Activities|||(3,844)|||(2,391)|
|(B)
Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment
(Purchase)/Sales of investment
Proceeds from sale of Property, Plant and
Equipment
Dividend Received
Proceeds from/(investment in ) bank
deposits (with original maturity over 3
months)
Interest received||(517)
(303)
82
97
142
144|(354)||(1,823)
569
2,111
42
525
178|1602|
|Net Cash flow from Investing Activities|||(354)|||1,602|

73

ASHIMA LIMITED

|Particulars|**in Lacs**|in Lacs|**in Lacs**|in Lacs|
|---|---|---|---|---|
||Year ended March 31,||||
||2024||2023||
|(C)
Cash fow from Financing Activities
Proceeds from (Repayment of) long term
borrowings
Proceeds from (Repayment of) short term
borrowings
Short Term Loans (Given)/repayment by party
Interestpaid|7,746
1,311
-
(412)|8,645|1,723
(323)
38
(117)|1,322|
|Net Cash fow from Financing Activities||8,645||1,322|
|Net Increase/(Decrease) in Cash and
Cash Equivalents (A+B+C)
Add: Cash at the beginning of the year
Cash at the end of theyear||4,447
2,000
6,447||533|
|||||1,467
2,000|

Cash and cash equivalents at the end of the year consist of cash as follows:	on hand and balance with banks	on hand and balance with banks
Details of cash and cash equivalents	As at March 31,
	2024	2023
Balances with banks in current accounts Cash on hand	6,431 16	1,992 8
Cash and cash equivalent as per note no. 12	6,447	2,000

Change in liability arising from financing activities:*

Particulars	Non-Current	Current	Total
As at March 31, 2022	1,487	328	1,815
Cash Flow [net]	1,780	(323)	1,457
As at March 31, 2023	3,266	5	3,272
Cash Flow [net]	7,807	1,311	9,118
As at March 31, 2024	11,074	1,316	12,390

*Cash Flow includes Ind-AS adjustment in the value of liabilities.

NOTES:

• 1) The above cash flow statement has been prepared as per the “Indirect method” set out in the Indian Accounting Standard (Ind AS) - 7 Statement of Cash Flows.

• 2) Figures in bracket indicate cash outflow.

• 3) Previous year figures have been regrouped and recast wherever necessary to conform to current year’s classification.

As per our report of even date

For Mukesh M. Shah & Co.

Chartered Accountants Firm Registration Number: 106625W

Suvrat S. Shah Partner Membership Number: 102651 Ahmedabad, Dated: May 25, 2024

Shweta Sultania Company Secretary Membership Number: ACS-22290

For and on behalf of the Board

Chintan N. Parikh Chairman & Managing Director (DIN:00155225)

Jayesh C. Bhayani Chief Financial Officer

Ahmedabad, Dated: May 25, 2024

74

Annual Report 2023-24

Notes to the Financial Statements

Note: 1 Corporate Information

Ashima Limited is engaged in Textiles and Real Estate business.

The Textile business of the Company consists of manufacture of Denim fabrics and readymade garments as well as processing of textile fabrics including Interlining fabrics and garment washing activities (laundry). Its fabrics portfolio offers a wide range of products including basic denims, ring/slub denims, pigment/discharged print, polyester denim, etc. The piece-dyed product range includes basic twills, plain weave, canvas, satin and various types of dobby structures with value-added properties like chemical, mechanical and functional finishes. The garmenting facility is equipped to manufacture shirts and trousers, both casual as well as formal and can offer over-dyed garments also. The Company also operates in ready-to-stitch product under the brand name “ICON”.

The company has a state of the art design studio, which can cater to the requirements of the best of the highend customers. Because of its compact size and the product specific model, it possesses versatility in terms of product offering.

The company follows the motto of “Texcellence”, which means excellence in textiles, and consistently maintains high quality standards of its products. The Company also derives its competitive strengths from its compact size and versatility and adaptability in terms of product offering. It complies with strict environmental norms in its activities. The company enjoys a loyal customer base of leading brands and international customers.

A substantial part of the goods manufactured by the company are meant for exports, which includes direct exports as well as sale to garment manufacturers nominated by overseas buyers.

The Company entered into Real Estate business about two years ago. It has already launched two projects so far and expects the real estate business to grow significantly in the time to come.

The first project of the Company, “Swan Lake”, is a gated community of weekend villas on land admeasuring approximately 38,00,000 sq ft near Ahmedabad. The villas are being constructed on plots amidst lush green surroundings, a large lake and beautifully landscaped gardens. It would be equipped with well thought out amenities like a luxurious club house, event spaces, guest rooms, a restaurant, lounge, kids’ playing area, sports arena and such other facilities. The community will be sustainable in every sense with solar power panels, rainwater harvesting, percolating wells, etc. The total estimated revenue from the project will be approx. ` 350 Crores.

During the year, the company launched a Real Estate Development Project of luxurious Residential Apartments, in the name of ‘The Sovereign’, at Thaltej, Ahmedabad, Gujarat. The Sovereign is a residential project with 102 exclusive residences in a 430 ft tall tower having 37 floors. The project consists of thoughtfully planned amenities and conveniences for its residents. This project is located in a premium residential area, in the western part of the city of Ahmedabad. It will have about 6,46,000 sq. ft. of builtup area and the total estimated revenue potential from the project will be approx. ` 500 crores, when it is completed.

The company contributes significantly to the government exchequer in terms of foreign currency earnings and also in terms of payment of various taxes.

The company employs substantial workforce and has an impeccable record of labour relations. The company is also committed to environment friendly approach across its manufacturing operations and has many innovations and certifications to its credit on that front.

The company is a public company domiciled in India and is incorporated under the provisions of the Companies Act, 1956 (now Companies Act, 2013) (“the Act”). Its shares are listed on the Bombay Stock Exchange (BSE Limited) and the National Stock Exchange (National Stock Exchange of India Limited) in India. The registered office of the company is located at Texcellence Complex, Near Anupam Cinema, Khokhara-Mehmedabad, Ahmedabad - 380021. The financial statements for the year ended March 31, 2024 were authorised for issue in accordance with a resolution of the directors passed at their meeting held on May 25, 2024.

Note: 2-Significant Accounting Policies:

The following note provides list of the significant accounting policies adopted in the preparation of these financial statements.

75

ASHIMA LIMITED

Notes to the Financial Statements

These policies have been consistently applied to all the years presented unless otherwise stated.

1 Basis of preparation:

• A The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013.

• B The financial statements have been prepared on historical cost basis, except for the following assets and liabilities which have been measured at fair value or revalued amount:

• i Derivative financial instruments

• Ii Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

• Iii Defined benefit plans

• iv Certain items of Property, Plant and Equipment

• C The amounts mentioned in the financial statements are rounded off to the nearest Lac. Figures less than ` 50,000/- appear as zero (“0”). As the quarterly and yearly figures are taken from the sources and rounded to the nearest digits, the figures already reported for all the quarters during the yearly might not always add up to the yearly figures reported in this statement.

2 Use of Estimates:

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the period. Application of accounting policies that require critical accounting estimates involving complex and subjective judgments are provided below.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

Critical estimates and judgments

• a Determination of revenue under the satisfaction of performance obligation necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the timing of satisfaction of performance obligation, costs to completion for the project or activity and the foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The Company recognises revenue when the Company satisfies its performance obligation

• b Income Taxes:

Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/ recovered for uncertain tax positions, and in estimation of deferred tax asset or liability.

• c Property, plant and equipment:

Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Management reviews the residual values, useful lives and methods of depreciation of property, plant and equipment at reasonable intervals and any revision to these is recognised prospectively in current and future periods. The useful lives are based on historical experience with similar assets as well as anticipation of future events, which may affect their life, such as changes in technology.

76

Annual Report 2023-24

Notes to the Financial Statements

Significant judgments are involved in determining the estimated future cash flows and/or net realisable value from the property, plant and equipment to determine its value in use to assess whether there is any impairment in its carrying amount as reflected in the financials.

d Employee Benefits:

Significant judgments are involved in making estimates about the life expectancy, discounting rate, salary increase, etc. which significantly affect the working of the present value of future liabilities on account of employee benefits by way of defined benefit plans.

• e Significant judgment is involved in making estimate about the fair value of the non-convertible debentures issued by the company on which no interest is payable and which are to be redeemed at a premium which is calculated based on project IRR as per terms of debentures.

f Product quality claims:

Significant judgments are involved in determining estimated value of likely product quality claims.

g Insurance Claims

Significant judgments are involved in determining estimated value likely to be received in respect of insurance claims lodged in respect of loss/damage to properties/stock of the company.

3 Non-Current assets (or disposal groups) held for sale

Non-Current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-Current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell except for those assets that are specifically exempt under relevant Ind AS. Once the assets are classified as “Held for sale”, those are not subjected to depreciation till disposal.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised.

A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet.

4 Discontinued operation:

A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and that represents a separate line of business or geographical area of operations, is part of single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit and loss.

5 Foreign Currency Transactions:

• A The Company’s financial statements are presented in Indian Rupees (`), which is the functional and presentation currency.

• B The transactions in foreign currencies are translated into functional currency at the rates of exchange prevailing on the dates of transactions.

77

ASHIMA LIMITED

Notes to the Financial Statements

• C Foreign Exchange gains and losses resulting from settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year end exchange rates are recognised in the Statement of Profit and Loss.

• D Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Statement of Profit and Loss as part of finance costs. All the other foreign exchange gains and losses are presented in the Statement of Profit and Loss on a net basis.

6 Revenue Recognition:

• A Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government and is shown net of returns, trade allowances, rebates, volume discounts and value added taxes.The Company derives revenues primarily from sale of manufactured goods, traded goods and related services. The Company is also engaged in real estate property development. Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

• B In determining the transaction price, the Company considers the effects of variable consideration and the existence of significant financing components, if any.

• C GST is not received by the Company on its own account, but is tax collected on value added to the goods/ services by the Company on behalf of the government. Accordingly, it is excluded from revenue.

• D For revenue to be recognised, the following specific recognition criteria for each types of revenue must be satisfied:

a Sale of Goods:

Revenue from the sale of goods is recognised when the control of the goods has passed to the buyer, usually on delivery of the goods. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, trade allowances, rebates, volume discounts and GST.

The goods are often sold with volume discounts/pricing incentives and customers have a right to return defective products. Revenue from sales is based on the price in the sales contracts, net of discounts. Historical experience is used to estimate and provide for customer claims. No element of financing is deemed present as the sales are made with the normal credit terms as per prevalent trade practice and credit policy followed by the Company.

b Real Estate Transactions:

The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

1. The customer simultaneously receives and consumes the benefits provided by the Company’s performances as the Company performs;

2. The Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

3. The Company’s performance does not create an asset with an alternative use to the Company and the entity has an enforceable right to payment for performance completed to date.

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied.

78

Annual Report 2023-24

Notes to the Financial Statements

Revenue in excess of invoicing are classified as contract asset while invoicing in excess of revenues are classified as contract liabilities.

c Service Income:

Service income is recognised as per the terms of contracts with the customers when the related services are performed and are net of GST, wherever applicable.

d Interest Income:

For all debt instruments measured at amortized cost, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses.

• e Claims receivable on account of Insurance are accounted for to the extent the Company is reasonably certain of their ultimate collection.

• f Dividend Income:

Dividend Income is recognized when the right to receive the same is established.

g Other Income:

Other income is recognised when no significant uncertainty as to its determination or realisation exists.

7 Government Grants:

• A Government grants are recognised in accordance with the terms of the respective grant on accrual basis considering the status of compliance of prescribed conditions and ascertainment that the grant will be received.

• B Government grants related to revenue items are recognised on a systematic and net basis in the Statement of Profit and Loss over the period during which the related costs intended to be compensated are incurred.

• C Government grants related to assets are recognised as income over the expected useful life of the related asset.

8 Taxes on Income:

Tax expenses comprise of current and deferred tax.

A Current Tax:

• a Current tax is measured at the amount expected to be paid on the basis of reliefs and deductions available in accordance with the provisions of the Income Tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

• b Current tax items are recognised in correlation to the underlying transaction either in Statement of Profit and Loss, Other Comprehensive Income (OCI) or directly in equity.

• c Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

B Deferred Tax:

• a Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

• b Deferred tax liabilities are recognised for all taxable temporary differences.

• c Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax losses.

79

ASHIMA LIMITED

Notes to the Financial Statements

• Deferred tax assets are recognised to the extent it is probable that taxable profit will be available against which the deductible temporary differences and carry forward of unused tax losses can be utilized.

• d The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

• e Deferred tax assets and liabilities are measured at the tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date and are expected to apply in the year when the asset is realised or the liability is settled.

• f Deferred tax items are recognised in correlation to the underlying transaction either in Statement of Profit and Loss, Other Comprehensive Income (OCI) or directly in equity.

• g Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities.

9 Property, Plant and Equipment:

• A Property, Plant, and Equipment including leasehold land existing as on 1st January, 2005 have been carried at revalued figures and subsequent additions thereto are accounted for on actual/historical cost basis. Cost includes related expenditure and pre-operative and project expenses for the period upto completion of construction / upto date of assets being ready for its intended use, if recognition criteria are met and the present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. Cost is reduced by accumulated depreciation and impairment and amount representing assets discarded or held for disposal. On transition to Ind AS as on 1st April, 2016, the Company has elected to measure its Property, Plant and Equipment at carrying value as per previous GAAP. As per the requirement of paragraph 11 of Ind AS 101, outstanding amount in the revaluation reserve was transferred to retained earning account upon transition to Ind AS, since the Company is no longer applying the revaluation model of Ind AS 16 upon transition and has elected to apply the cost model approach.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

• B Where components of an asset are significant in value in relation to the total value of the asset as a whole, and they have substantially different economic lives as compared to principal item of the asset, they are recognised separately as independent items and are depreciated over their estimated economic useful lives.

• C Depreciation on tangible assets is provided on “straight line method”. Useful life of tangible assets except buildings as per following details are different from that prescribed in Schedule II of the Act, which have been arrived at based on technical evaluation. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. However, management reviews the residual values, useful lives and methods of depreciation of property, plant and equipment at reasonable intervals. Any revision to these is recognized prospectively in current and future periods.

80

Annual Report 2023-24

Notes to the Financial Statements

to the Financial Statements
Categor of Asset	Useful life inyears
Plant & Machiner(Other than Continuous Process Plants), on triple shif basis	22.50
Continuous Process Plants	45.00
Ofce Equipment	20.00
Computers & Printers	6.00
Vehicles	10.00
Furniture & Fixture	20.00

• D Depreciation on impaired assets is calculated on its reduced value, if any, on a systematic basis over its remaining useful life.

• E Depreciation on additions/ disposals of the property, plant & equipment during the year is provided on pro-rata basis according to the period during which assets are used.

• F Capital work in progress is stated at cost less accumulated impairment loss, if any. All other repair and maintenance costs are recognised in Statement of Profit or Loss as incurred, unless they meet the recognition criteria for capitalisation under property, plant and equipment.

• G An item of property, plant and equipment and any significant part thereof initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.

10 Leases

• A The Company has adopted Ind AS 116 “Leases” using the modified retrospective approach, initially applying this standard from 1st April 2019. Accordingly, the information presented for previous year ended March 31 2019, is not restated and reported as per Ind AS 17.

• B The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116 and this may require significant judgment. The Company also uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend or terminate the lease if the Company is reasonably certain based on relevant facts and circumstances that the option to extend or terminate will be exercised. If there is a change in facts and circumstances, the expected lease term is revised accordingly.

The discount rate is generally based on the interest rate specific to the lease being evaluated or if that cannot be easily determined the incremental borrowing rate for similar term is used.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or a change in the estimate of the amount expected to be payable under a residual value guarantee, or a change in the assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the amount of the right-of-use asset, or is recorded in the Statement of Profit and Loss if the carrying amount of the right-of-use asset

81

ASHIMA LIMITED

Notes to the Financial Statements

has been reduced to zero. The right of-use asset is measured by applying cost model i.e. right-of-use asset at cost less accumulated depreciation /impairment losses (Refer note no. 13 for impairment).

• C The Company as a lessee:

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and restoration cost, less any lease incentives received.

The right-to-use assets are subsequently depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. In addition, the right-to-use asset is reduced by impairment losses, if any.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. When a lease liability is remeasured, the corresponding adjustment of the lease liability is made to the carrying amount of the right-of-use asset, or is recorded in the Statement of Profit & Loss if the carrying amount of the right-to-use asset has been reduced to zero.

The right to use appears as part of fixed assets and the lease liability appears as non current and current liability in the Balance Sheet.

Rent concessions are accounted for as per provisions of the revised Ind-AS 116 “Leases”.

11 Intangible Assets:

• A Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.

• B Capitalised cost incurred towards purchase/ development of software is amortized using straight line method over its useful life of six years as estimated by the management at the time of capitalisation.

• C An item of intangible asset initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.

12 Borrowing Costs:

• A Borrowing costs consist of interest and other borrowing costs that are incurred in connection with the borrowing of funds. Other borrowing costs include ancillary charges at the time of acquisition of a financial liability, which is recognised as per EIR method. Borrowing costs also include exchange differences to the extent regarded as an adjustment to the borrowing costs.

• B Borrowing costs that are directly attributable to the acquisition / construction of a qualifying asset are capitalised as part of the cost of such assets, up to the date the assets are ready for their intended use.

• C For capitalization of eligible borrowing costs which are not specifically attributable to the acquisition, construction or production of a particular qualifying asset, a weighted average capitalization rate is applied for all the eligible assets.

The weighted average rate is taken of the borrowing costs applicable to the outstanding borrowings of the company during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset.

13 Impairment of Assets:

The carrying amounts of Property, Plant and Equipment and intangible assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the Company measures it on the

82

Annual Report 2023-24

Notes to the Financial Statements

basis of discounted estimated cash flows for the remaining years (remaining useful life). Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognized for an asset in prior accounting periods may no longer exist or may have decreased. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

14 Inventories:

• A Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

• B Costs (net of input credit of VAT/GST) comprises all cost of purchase, cost of conversion and other costs incurred in bringing inventories to their present location and condition. Cost formulae used are “First In First Out”, “Weighted Average Cost”, or “Specific Identification” as applicable.

• C Write down of inventories to net realisable value is recognised as an expense and included in “Changes in Inventories of Finished goods, Work-in-progress and Stock-in-Trade” and “Cost of Material Consumed” in the relevant note in the Statement of Profit and Loss.

15 Cash and Cash Equivalents:

Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less and other short term highly liquid investments.

16 Provisions, Contingent Liabilities, Contingent Assets and Commitments:

• A Provisions are recognised when the Company has a present obligation as a result of past events and it is probable that the outflow of resources will be required to settle the obligation and in respect of which reliable estimates can be made.

• When the company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. A disclosure for contingent liability is made when there is a possible obligation, that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision/ disclosure is made. Contingent Liabilities are not recognised but are disclosed separately in the financial statements. Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets. Provisions, contingencies and commitments are reviewed at each balance sheet date and adjusted to reflect the correct management estimates.

• B If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.

17 Provision for Product Quality Claims:

Provisions for claims raised by customers for products sold by the company are made on management estimates based on claim history and other relevant factors. The initial estimate of the claim is revised at each reporting period.

18 Employee Benefits:

• A Short term obligations:

Liabilities for wages and salaries, including leave encashments that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured by the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

83

ASHIMA LIMITED

Notes to the Financial Statements

B Long term employee benefits obligations:

• a Defined Benefit Plans:

• i Gratuity:

Liability on account of gratuity is provided for on the basis of actuarial valuation carried out by an independent actuary as at the balance sheet date. The contribution towards gratuity liability is funded to an approved gratuity fund and the funds are managed by insurance companies. The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit plan obligation at the end of the reporting period less the fair value of the plan assets. The liability with regard to the gratuity plan is determined by actuarial valuation, performed by an independent actuary, at each balance sheet date using the projected unit credit method. The present value of the defined benefit obligation denominated in ` is determined by discounting the estimated future cash outflows by reference to the market yields at the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discounting rate to the net balance of the defined benefit obligation and the fair value of plan assets. Such costs are included in employee benefit expenses in the Statement of Profit and Loss. Re-measurements gains or losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in the period in which they occur directly in “other comprehensive income” and are included in retained earnings in the statement of changes in equity and in the balance sheet.

Re-measurements gains or losses recognized in the other comprehensive income are not reclassified to profit or loss in subsequent periods.

The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

• i Service costs comprising current service costs and past service costs.

• ii Net interest expense or income.

b Defined Contribution Plans

Contribution to provident fund is made to the provident fund administered by the Government as per the provisions of the Provident Fund Act, 1952 and is recognised as employee benefit expenses on accrual basis.

Contribution to National Pension Scheme “NPS”, which is also a defined contribution plan, is made to NPS managed by insurance Company and is recognised as employee benefit expenses on accrual basis.

C Employee Separation Costs:

The compensation paid to the employees under Voluntary Retirement Scheme is expensed on accrual basis.

19 Financial Instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A Financial assets:

a Initial recognition and measurement:

All financial assets are recognised initially at fair value plus in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the settlement date, i.e., the date that the Company settles to purchase or sell the asset.

84

Annual Report 2023-24

Notes to the Financial Statements

b Subsequent measurement:

For purposes of subsequent measurement, financial assets are classified in following categories:

i Financial Assets at amortized cost:

• A ‘financial asset’ is measured at the amortized cost if both the following conditions are met:

• The asset is held with an objective of collecting contractual cash flows.

• Contractual terms of the asset give rise on specified dates to cash flows that are “solely payments of principal and interest” (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit or Loss. This category generally applies to trade and other receivables.

ii Financial Assets at fair value through other comprehensive income (FVTOCI):

• A ‘financial asset’ is classified as at the FVTOCI if both of the following criteria are met:

• The asset is held with objective of both - for collecting contractual cash flows and selling the financial assets.

• The asset’s contractual cash flows represent SPPI.

Financial Assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the OCI. However, the Company recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using the EIR method.

iii Financial Assets and derivatives at fair value through profit or loss (FVTPL):

  - FVTPL is a residual category for financial assets. Any financial asset, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

  - Assets included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

• c Derecognition:

• A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised when:

• i The right to receive cash flows from the asset has expired, or

• ii The Company has transferred its right to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its right to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. When the Company has transferred the risk and rewards of ownership of the financial asset, the same is derecognised.

85

ASHIMA LIMITED

Notes to the Financial Statements

d Impairment of financial assets:

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a Financial assets that are debt instruments, and are measured at amortized cost.

• b Trade receivables or any contractual right to receive cash or another financial asset.

• c Financial assets that are debt instruments and are measured at FVTOCI.

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Point c provided above. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it requires the company to recognise the impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the Statement of Profit and Loss. The balance sheet presentation for various financial instruments is described below:

• a Financial assets measured as at amortized cost and contractual revenue receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet, which reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.

• b Financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a liability.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics.

• B Financial liabilities:

• a Initial recognition and measurement:

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.

b Subsequent measurement:

Subsequently all financial liabilities are measured as amortized cost except for financial guarantee contracts, as described below:

• i Loans and borrowings:

• After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognised in Statement of Profit or Loss when the liabilities are derecognised as well as through the EIR amortisation process.

86

Annual Report 2023-24

Notes to the Financial Statements

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

Non interest-bearing non-convertible redeemable Debentures issued by the company which are to be redeemed at a premium which is calculated based on project IRR as per terms of debentures are subsequently measured at fair value through profit and loss (FVTPL).

c Derecognition:

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

C Reclassification of financial assets:

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model as per Ind AS 109.

D Offsetting of financial instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

20 Derivative Financial Instruments:

Derivatives are recognised initially at fair value and subsequently at fair value through profit and loss.

21 Earnings per Share:

Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a right issue, shares split and reverse share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

Note: 3-Recent pronouncements:

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

87

ASHIMA LIMITED

|Note: 4-Property, Plant & Equipment and Intangible Assets:
in Lacs|**Note:4(B) Intangible**<br>**Assets**|**(The Intangible Assets**<br>**consist of Computer**<br>**Sofware only)**|<br>**82**<br>5<br>-|**87**|9<br>-|**95**|**76**<br>4<br>-|**80**|3<br>-|**83**||7|**12**|in Lacs
Year ended March 31,
2024
2023|Year ended March 31,|2023|413|413|Note:|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|||||||||||||||||2024|447|447||
||Note:4(A) Tangible Assets|Total|23,806
2,212
(135)|25,883|
193
(498)|25,577|
12,119
408
(42)|12,486|
444
(440)|12,489||13,397|13,088|||||||
|||Ofce
Equipment|262
13
(11)|263|36
-|299|179
10
(7)|182|13
-|195||81|104|||||||
||||||||||||||||||Depreciation and Amortisation expenses:
Depreciation & Amortisation|Total||
|||Vehicles|40
24
-|65|10
(11)|63|20
4
-|24|6
(10)|19||41|44|||||||
|||Furniture and
Fixtures|229
2
(3)|228|1
-|229|205
2
(3)|205|1
-|206||23|23|||||||
|||Plant and
Equipment|14,007
2,156
(13)|16,149|
137
(430)|15,856|
8,922
228
(6)|9,144|
261
(395)|9,010||7,006|6,847|||||||
|||Buildings|5,412
17
(108)|5,321|
9
(57)|5,273|
2,793
164
(26)|2,931|
163
(35)|3,059||2,390|2,214|||||||
|||Leasehold
Land|3,757
-
-|3,757|
-
-|3,757|
-
-
-|-|-
-|-||3,757|3,757|||||||
|||Freehold
Land|99
-
-|99|-
-|99|-
-
-|-|-
-|-||99|99|||||||
||||Gross Block:
As at April 1, 2022
Additions
Disposals/Adjustment|As at March 31, 2023|
Additions
Disposals/Adjustment|As at March 31, 2024|
Depreciation and Amortisation
As at April 1, 2022
Depreciation provided/Amortisation for
the year
Disposals/Adjustment|As at March 31, 2023|
Depreciation provided/Amortisation for
the year
Disposals/Adjustment|As at March 31, 2024|Net Block:|As at March 31, 2023|As at March 31, 2024|||||||

88

Annual Report 2023-24

Notes to the Financial Statements

Note: 4 (c) - Capital work-in-progress

Ageing for capital work-in-progress as at March 31, 2024 is as follows:

Ageing for capital work-in-progress	as at March 31, 2024 is as follows: `in Lacs
Capital work-in-progress	Amount in CWIP for aperiod of				Total
	Less than 1year	1-2 years	2-3 years	More than 3years
Projects inprogress	368	360	-	-	728
Ageing for capital work-in-progress	as at March 31, 2023 is as follows: `in Lacs
Capital work-in-progress	Amount in CWIP for aperiod of				Total
	Less than 1year	1-2 years	2-3 years	More than 3years
Projects inprogress	413	-	-	-	413

Notes:

Project execution plans are modulated on the basis of capacity requirement assessment annually and all the projects are executed based on rolling annual plan.

Note: 5 - Investments [Non Current] :

||**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024
2,866
197
3,063
2,866
2,866
197|2023|
|A
Investments in equity instruments
Investment in other companies measured at fair value through proft
or loss
Quoted
Unquoted
Total||1,371
144|
|||1,515
1,371
1,371
144|
|B
a
i
Aggregate value of quoted investments
ii
Market value of quoted investments
b
Aggregate book value of unquoted investments|||

Note: 6 - Other Financial Assets:

Note: 6 - Other Financial Assets:
	`in Lacs
	As at March 31,
	2024	2023
[Unsecured, Considered Good, unless otherwise stated] Loans and advances to parties other than related parties Credit Impaired Less: Impairment allowance Total	178 (178) - -	178 (178) - -

89

ASHIMA LIMITED

Notes to the Financial Statements

Note: 7-Other Non-Current Assets:

Note: 7-Other Non-Current Assets:
	`in Lacs
	As at March 31,
	2024	2023
[Unsecured, Considered Good, unless otherwise stated] Capital Advance Claims and other receivables Prepaid Expenses Security Deposits - Others Considered good Credit Impaired Less: Impairment allowance Total	3 42 57 231 7 (7) 231 333	14 42 121 260 7 (7) 260 437

Note: 8-Asset for Current Tax:

||**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024|2023|
|Advance payment of Income Tax
Total|310
310|248
248|

Note: 9-Inventories:

||**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024|2023|
|(The Inventories are valued at lower of cost or net realisable value)
Classifcation of Inventories:
Raw Materials
Work-in-progress
Finished Goods
Stock-in-Trade
Stores and Spares
Packing Materials
Others
Total
The above includes Goods in transit as under:
Raw Materials|1,789
13,114
2,506
510
658
132
2
18,710
36|935
3,668
1,949
636
680
115
3
7,987
18|

Amount recognised as an expense in Statement of Profit and Loss resulting from write-down of inventories

||**in Lacs**|in Lacs|
|---|---|---|
||Year ended March 31,||
||2024|2023|
|Net of write-down/(reversal of write-down)|24|(29)|

90

Annual Report 2023-24

Notes to the Financial Statements

Note: 10 - Trade Receivables:

Note: 10 - Trade Receivables:	Note: 10 - Trade Receivables:	Note: 10 - Trade Receivables:	Note: 10 - Trade Receivables:	Note: 10 - Trade Receivables:
						`in Lacs
						As at March 31,
						2024			2023
[Unsecured] From Others Considered good Credit Impaired Less: Impairment allowances Total						4,872 76 (76) 4,872 4,872			1,453 76 (76)
									1,453
									1,453
Ageing for trade receivables outstanding as at March 31, 2024 is as follows:									`in Lacs
Particulars	Outstanding for the following periods from due date ofpayment
	Less than 6 months	6 months - 1year	1-2 years	2-3 years			More than 3 years			Total
i) Undisputed Trade Receivables - Consideredgood	4,854	13	4	0			-			4,872
(ii) Undisputed Trade Receivables - which have signifcant increase in credit risk	-	-	-	-			-			-
(iii) Undisputed Trade receivables - credit impaired	-	-	-	-			76			76
(iv) Disputed trade receivables - consideredgood	-	-	-	-			-			-
(v) Disputed trade receivables - which have signifcant increase in credit risk	-	-	-	-			-			-
(vi) Disputed trade receivables - Credit impaired	-	-	-	-			-			-

91

ASHIMA LIMITED

Notes to the Financial Statements

|Ageing for trade receivables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for trade receivables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|Ageing for trade receivables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for trade receivables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|Ageing for trade receivables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for trade receivables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|Ageing for trade receivables outstanding as at March 31, 2023 is as follows:
`in Lacs|
|---|---|---|---|---|---|---|
|Particulars|Outstanding for the following periods
from due date ofpayment||||||
||Less
than 6
months|6
months
- 1year|1-2
years|2-3
years|More than
3 years|Total|
|(i)
Undisputed Trade Receivables -
Considered good|1,447|3|1|1|0|1,453|
|(ii) Undisputed Trade Receivables -
which have signifcant increase in
credit risk|-|-|-|-|-|-|
|(iii) Undisputed Trade receivables -
credit impaired|-|-|-|-|76|76|
|(iv) Disputed trade receivables -
considered good|-|-|-|-|-|-|
|(v) Disputed trade receivables -
which have signifcant increase in
credit risk|-|-|-|-|-|-|
|(vi) Disputed trade receivables -
Credit impaired|-|-|-|-|-|-|

Note: 11 - Cash and Cash Equivalents:

Note: 11 - Cash and Cash Equivalents:
		`in Lacs
		As at March 31,
		2024		2023
Balances with banks in current accounts Cash on Hand Total		6,431 16 6,447		1,992 8
				2,000

Note: 12 - Bank Balance other than Cash and Cash Equivalents

Note: 12 - Bank Balance other than Cash and Cash Equivalents
		`in Lacs
		As at March 31,
		2024		2023
Bank deposits maturing between 3 to 12 months Total*		577 577		720
				720

• [*] Company keeps fixed deposits with nationalised/ scheduled banks, which can be withdrawn by the company as per its own discretion/ requirement of funds, except the deposits of 323 lacs, [ 323 lacs as at March 31, 2023] which are not available for free use as per the court order.

92

Annual Report 2023-24

Notes to the Financial Statements

Note: 13 - Other Current Financial Assets:

Note: 13 - Other Current Financial Assets:
	`in Lacs
	As at March 31,
	2024	2023
[Unsecured, Considered Good, unless otherwise stated] Advances Receivable in cash Considered Good Credit Impaired Less: Impairment allowance Claims and other receivables Interest receivable Total	22 2 (2) 22 115 111 248	251 2 (2) 251 83 105 438

Note: 14 - Other Current Assets:

||**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024|2023|
|[Unsecured, Considered Good ]
Balances with Statutor Authorities
Claims and other receivables
Prepaid Expenses
Export Incentive Receivables
Advances to Suppliers
Advances to Staf
Total|802
18
242
50
1,076
2
2,190|625
20
182
17
2,196
4
3,042|

Note: 15 - Non-current Assets classified as held for sale :

Note: 15 - Non-current Assets classifed as held for sale :
		`in Lacs
		As at March 31,
		2024		2023
Assets held for sale Total		339 339		361
				361

93

ASHIMA LIMITED

Notes to the Financial Statements

Note: 16 - Share Capital:

|||**in Lacs**|in Lacs|**in Lacs**| |---|---|---|---|---| |||**As at March 31,**||| |||**2024**||2023| |**Authorised Capital:**<br>19,16,60,078<br>Equity shares of10/- each
(19,16,60,078 Equity Shares as at March 31,2023)
20,50,000
Preference shares of100/- each<br>(20,50,000 Preference Shares as at March 31,2023)<br>**Issued, Subscribed and Paid-up Capital:**<br>19,16,60,078<br>Equity shares of10/- each, fully paid up
(19,16,60,078 Equity Shares as at March 31, 2023)
Total
A
Reconciliation of number of shares is as under:
Number of shares at the beginning of the year
Add: Shares issued during the year
Number of shares at the end of the year
B
Details of Shareholders holding more than 5% of aggregate
Equity Shares of`10/- each, fully paid
1
Chintan Navnitlal Parikh and Shefali Chintan Parikh
- Trustees of Navchintan Trust
Number of Shares
% to total shareholding||19,166
2,050
21,216
19,166
19,166
191,660,078
-
191,660,078
140,535,678
73.33%||19,166
2,050|
|||||21,216|
|||||19,166|
|||||19,166|
||||||
|||||191,660,078
-|
|||||191,660,078|
|||||140,535,678
73.33%|

C Details of shares held by Promoters :

C Details of shares held by Promoters :	C Details of shares held by Promoters :	C Details of shares held by Promoters :	C Details of shares held by Promoters :	C Details of shares held by Promoters :	C Details of shares held by Promoters :	C Details of shares held by Promoters :
Shares held by Promoters and Promoter Group
Sr No	Promoter Name	As at March 31, 2024		As at March 31, 2023		% Change during theyear
		No of Shares	% of total shares	No of Shares	% of total shares
1	Chintan Navnitlal Parikh and Shefali Chintan Parikh - Trustees of Navchintan Trust	140535678	73.33	140535678	73.33	0
2	Chintan Navnitlal Parikh	156670	0.08	156670	0.08	0
3	Shefali Chintan Parikh	88762	0.05	88762	0.05	0
4	Krishnachintan Chintan Parikh	31300	0.02	31300	0.02	0
5	Chintan Navnitlal Parikh (HUF)	30425	0.02	30425	0.02	0

94

Annual Report 2023-24

Notes to the Financial Statements

D Rights of Equity Share holders

• (a) Holder of equity shares is entitled to one vote per share.

• (b) The Company declares and pays dividends in Indian Rupees. The Companies Act, 2013 provides that dividend shall be declared only out of the profits of the relevant year or out of the profits of any previous financial year(s) after providing for depreciation in accordance with the provisions of the Act and the Company may transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of the Company.

• (c) In case of inadequacy or absence of profits in any year, the Company may declare dividend out of free reserves subject to the condition that the rate of dividend shall not exceed average of the rates at which dividend was declared by the Company in three years immediately preceding that year.

• (d) In the event of Liquidation of the Company, the holders of equity shares shall be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

Note: 17 - Other Equity:

|||**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|
|||As at March 31,|||
|||2024||2023|
|Other Reserves:
Capital Reserve
[A]
(Created on account of reissue of
forfeited shares/debentures)
Retained Earnings:
Balance as per last Balance Sheet
Add/(Less): Proft/(Loss) for the year
[B]
Less: Items of Other Comprehensive Income
recognised directly in Retained Earnings:
Balance as per last Balance Sheet
Re-measurement gains/ (losses) on defned beneft plans
(net of tax) for the year
[C]
Balance as at the end of the year
[D = B+C]
Total
[E = A+D]||38
3,319
9,641
12,960
(495)
17
(479)
12,482
12,520||38
3,984
(665)
3,319
(464)
(31)
(495)
2,824
2,862|

95

ASHIMA LIMITED

Notes to the Financial Statements

Note: 18 - Non-Current Borrowings:

Note: 18 - Non-Current Borrowings:
	`in Lacs
	Non-currentportion		Current Maturities
	As at March 31,		As at March 31,
	2024	2023	2024	2023
A Preference Shares 20,50,000 1% redeemable non-cumulative preference shares of100/- each fully paid up<br>B<br>Non-Convertible Debenture (Secured)<br>i.<br>4,500 Non-Convertible Debenture of<br>1,00,000/- each, fully paid up (4,000 Non-Convertible Debenture of 1,00,000/- each, partly paid43,750/- each) ii. 5,000 12% Non-Convertible Debenture of `1,00,000/- each, fully paid up (Nil) C Loans from Banks i. Secured ii. Unsecured D Others -Unsecured Total The above amount includes: Secured borrowings Unsecured borrowings Amount disclosed under the head “Other Current Financial Liabilities” (Note-20) Net amount	824 4,500 5,000 - - 750	763 1,750 - 4 - 750	- - - 4 1,302 -	- - - 5 - -
	11,074	3,266	1,306	5
	9,500 1,574 -	1,754 1,513 -	4 1,302 (1,306)	5 - (5)
	11,074	3,266	-	-

A Preference Shares

• i. 1% redeemable non-cumulative preference shares of ` 100/- each fully paid to be redeemed at par at the end of 20 years from the date of allotment. The Company has an option to redeem the preference shares at par at any time after the end of 12 months from the date of allotment.

• ii. Rights of Preference Share holders :

• (a) As per Section 47(2) of the Companies Act, 2013, Preference Shareholders shall have right to vote only on resolutions placed before company which directly affect their rights attached to preference shares and any resolution for winding up of the company or for repayment or reduction of share capital shall be deemed directly to affect their rights.

• (b) Voting rights of the preference shareholders shall be in the same proportion as the paid up preference share capital bears to the paid up equity share capital.

• (c) Where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

96

Annual Report 2023-24

Notes to the Financial Statements

B Non-Convertible Debenture

• (i) The company has issued 4,500 (previous year 4,000) Unlisted, Secured, Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“the debentures”) of ` 1,00,000/- (Rupees One lakh only) each on private placement basis to part-finance the Company’s Project of High Rise Residential Apartments in the name of ‘The Sovereign’.

Major Terms of the debentures :

• 1 Security: (i) 4,000 debentures issued in the previous year are secured by creation of a first charge on the (a) Project Land (b) FSI thereof and the (c) Project put up/ being put up thereon, in favour of debenture trustee for the benefit of the debenture holders by execution and registration of Deed of Mortgage.

• 2 (ii) 500 debentures issued during the financial year 2023-24, shall be secured by creation of a first pari passu charge on the (a) Project Land (b) FSI thereof and the (c) Project put up/ being put up thereon, in favour of debenture trustee for the benefit of the debenture holders by execution and registration of Deed of Mortgage.

• 3 No interest is payable on the debentures.

• 4 Redemption and premium on redemption: On the completion of the project or 7 years from the date of allotment of debentures, whichever is earlier, the Company shall redeem the debentures along with premium (if applicable) to be calculated in a manner that the debenture holders receive Premium which is equivalent to an IRR on the Debenture Subscription Amount which is equal to the “Project IRR” as specified in the terms of debentures. The Company, at any time after completion of 12 months from the date of allotment, shall have an option to partially or fully redeem the debentures.

• 5 The debentures have been carried at fair value.

• (ii) The company has issued 5,000 Unlisted, Secured, Unrated, Redeemable, Rupee Denominated, Non-Convertible Debentures (“the debentures”) of ` 1,00,000/- (Rupees One lakh only) each on private placement basis for financing the working capital requirements of the Company.

Major Terms of the debentures :

  - 1 Security: The debentures are secured by creation of a first charge on the Non-Agricultural Land in favour of debenture trustee for the benefit of the debenture holder by execution and registration of Deed of Mortgage.

  - 2 Interest is payable to debenture holders @ 12 % p.a.

  - 3 Redemption : 5 years from the date of allotment of Debentures with Call Option. Debentures will be redeemed at par along with accrued interest on the maturity date.

  - 4 The debentures have been carried at amortised cost.

• C Term Loan from Bank

• i Nature of Security:

  • The company has taken term loan of `23 Lacs from banks by hypothecating cars.

• ii Terms of repayment:

The Loan bearing interest rate of 9.00% per annum is repayable in 60 equated monthly installments, starting from December 2019.

D Unsecured Loan

The unsecured loans include `750 Lacs in the suspense account representing amount of a cheque drawn on HDFC Bank given by the company to Bank of Bahrain & Kuwait (“BBK”) and amount credited to BBK by RBI clearing house because of the delay by HDFC Bank in returning the cheque to BBK.

The proceedings at Debt Recovery Tribunal (“DRT”) were completed and order dated June 30, 2017 was passed directing BBK (Defendant No. 1) and the Company (Defendant No.2) jointly and severally

97

ASHIMA LIMITED

Notes to the Financial Statements

to pay the suit amount of 914.23 Lacs with further simple interest @12% per annum on principal amount of750 Lacs. The Company had filed an appeal at Debt Recovery Appellate Tribunal, Mumbai (DRAT) against the said order, which has been heard and Order dated 26/04/2024 has been passed allowing our Appeal and the matter has been remanded back to the Presiding Officer, DRT with the direction to consider the question of jurisdiction raised by Ashima Ltd. and BBK in the O.A. together with the other issues afresh. In view of this, the said amount of `750 Lacs is continued in the suspense account.

Meanwhile, as part of recovery proceedings filed by HDFC Bank for a decretal amount of 2070.45 lacs, the Recovery Officer (“RO”) passed orders dated March 29, 2019 and April 9, 2019 allowing the application of HDFC Bank for the said decretal amount and inter alia also directed attachment of certain immovable properties of the Company situated at Ahmedabad, Kadi and Mumbai. As against the said decretal amount of 2070.45 Lacs, the value of the properties attached was far in excess of the decretal amount. Therefore, the company filed an application before the RO for review /recall and/or modification of the attachment order. The application was heard long back, however, no order has been passed yet.

The Company had also filed a writ petition at Hon’ble High Court of Bombay challenging the aforesaid two orders of RO dated March 29, 2019 and April 9, 2019. The Hon’ble Bombay High Court vide an Order dated November 22, 2019 allowed the Company to pursue its said appeal at DRAT without deposit of statutory amount, in view of the fact that decretal amount stood recovered from BBK due to aforesaid orders of RO and the decree was a joint and several one. The Hon’ble High Court also suspended the warrant of attachment against Company’s immovable properties and RO’s order dated March 29, 2019 till the Company’s appeal is decided by DRAT. The said appeal has been heard and a Common Order dated 26/04/2024 has been passed by the Hon’ble Chairperson DRAT in respect of Appeals filed by Ashima Ltd. and BBK and matter remanded back to the DRT with directions to consider the question of jurisdiction raised by the Defendants in the OA together with other issues afresh.

Note: 19 - Other Financial Liabilities:

Note: 19 - Other Financial Liabilities:
	`in Lacs
	As at March 31,
	2024	2023
Trade Deposits Total	9 9	10 10

Note: 20 - Current Borrowings:

Note: 20 - Current Borrowings:
	`in Lacs
	As at March 31,
	2024	2023
Loans repayable on Demand: Unsecured From Banks Secured Current Maturities of Long Term Debt (Refer Note- 18) Interest accrued but not due on borrowings Total	1,302 4 10 1,316	- 5 0 5

98

Annual Report 2023-24

Notes to the Financial Statements

Note: 21 - Trade Payables:

|||**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|
|||As at March 31,|||
|||2024||2023|
|Micro and small enterprises ()
Others
Disputed Dues - Micro, Small and Medium Enterprises []
Disputed Dues - Others
Total||196
4,114
-
-
4,310||-
2,944
-
-|
|||||2,944|
||||||
||||||
|(*) Based on the information available with the company regarding the
status of its venders under the Micro, Small and Medium Enterprises
Development Act, 2006 (“MSMED Act”), the disclosure pursuant to
the MSMED Act, is as follows:
a.
Principal amount and the interest due thereon remaining unpaid to any
suppliers at the year-end
b.
the amount of Interest paid by the buyer in term of section 16 of the
MSMED Act, along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year;
c.
the amount of interest due and payable for the period of delay in making
payment ( which has been paid but beyond the appointed day during the
year) but without adding the interest specifed under the MSMED Act
d.
the amount of Interest accrued and remaining unpaid at the end of each
accounting year;
e.
the amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise for the purpose of disallowance of
deductible expenditure under section 23 of the MSMED Act||201
-
-
5
-||-
-
-
-
-|

accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -	accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -	accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -	accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -	accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -	accounting year; e. the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise for the purpose of disallowance of deductible expenditure under section 23 of the MSMED Act - -
Ageing for Trade Payables outstanding as at March 31, 2024 is as follows: `in Lacs
Particulars	Outstanding for the following periods from due date ofpayment
	Less than 1year	1-2 years	2-3 years	More than 3years	Total
(i) MSME	196	-	-	-	196
(ii)Others	4,042	42	19	10	4,114
(iii)Disputed dues - MSME	-	-	-	-	-
(iv)Disputed dues - Others	-	-	-	-	-

|Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:
**in Lacs**|**Ageing for Trade Payables outstanding as at March 31, 2023 is as follows:**<br>in Lacs|
|---|---|---|---|---|---|
|Particulars|Outstanding for the following periods
from due date ofpayment|||||
||Less than
1year|1-2 years|2-3 years|More than
3years|Total|
|(i)
MSME|-|-|-|-|-|
|(ii)Others|2,910|22|1|10|2,944|
|(iii)Disputed dues - MSME|-|-|-|-|-|
|(iv)Disputed dues - Others|-|-|-|-|-|

99

ASHIMA LIMITED

Notes to the Financial Statements

Note: 22 - Other Financial Liabilities:

Note: 22 - Other Financial Liabilities:
	`in Lacs
	As at March 31,
	2024	2023
Payable to Statutor Authorities Bills Payables Unpaid Expenses Total	221 593 458 1,272	105 508 249 862

Note: 23 - Other Current Liabilities:

Note: 23 - Other Current Liabilities:
	`in Lacs
	As at March 31,
	2024	2023
Advances from customers Other liabilities Total	4,618 10 4,628	2,451 310 2,761

Note: 24 - Provisions:

Note: 24 - Provisions:
	`in Lacs
	As at March 31,
	2024	2023
Provision for Employee Benefts: For Leave Encashment Provision for product quality claims Others Total () Provision for product quality claims: a Provision for quality claims in respect of products sold during the year is made based on the management’s estimates considering the claim histor and other relevant factors. b The movement in such provision is stated as under: i Carring amount at the beginning of the year ii Additional provision made during the year iii Amount used iv Carring amount at the end of the year	118 2 3 123 - 2 - 2	138 - 3 141 2 - (2) -

100

Annual Report 2023-24

Notes to the Financial Statements

Note: 25 - Contingent Liabilities and Commitments (to the extent not provided for):

Note: 25 - Contingent Liabilities and Commitments (to the extent not	provided for):	provided for):
	`in Lacs
	As at March 31,
	2024	2023
Contingent Liabilities: (A) Bills Discounted (B) Claims against the company not acknowledged as debt (i) Income-tax (ii) Central excise Duty (iii) Sales-tax/VAT (iv) Employees' State Insurance dues (v) Others Total Commitments: (A) Estimated amount of contracts remaining to be executed on capital account and notprovided for (net of advances)	136 31 323 1,934 102 1,935 4,326 42	103 31 323 1,934 99 1,845 4,233 290

1. Note on Sales Tax demand matter

The Sales Tax authorities have issued notices for demand of Sales Tax of 748 lacs, penalty of620 lacs and interest of 539 lacs, aggregating to1906 lacs for various assessment years. The company disputes the said demand. The company has filed appeals against these notices and got stay orders against the same.

Note: 26 - Revenue from Operations:

Note: 26 - Revenue from Operations:
	`in Lacs
	Year ended	March 31,
	2024	2023
Sale of Products Sale of Services Revenue from Real Estate projects Revenue from Investment activity Income from Investment measured at FVTPL Dividend Income Proft on Sale of Investments (net) Other Operating Revenues: Waste Sales Export Incentives Net gain on foreign currency transaction and translation Total	22,975 1,428 6,983 1,154 97 92 85 121 9 216 32,944	20,237 59 - 135 42 11 72 128 14 214 20,698

101

ASHIMA LIMITED

Notes to the Financial Statements

Disaggregation of Revenue from contract with customers

Disaggregation of Revenue from contract with customers
		`in Lacs
		**Year ended **		March 31,
		2024		2023
Revenue based on Geography Domestics Export Revenue from Operations Reconciliation of revenue from operation with contract price Revenue contract with customers as per contract price Less : Adjustment made to contract price on account of: a) Discounts and Rebates b) Sales Return Revenue from Operations		30,416 2,528 32,944 33,808 166 698 32,944		18,000 2,698
				20,698
				21,400 166 535
				20,698

Note: 27 - Other Income:

|||**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|
|||Year ended ||March 31,|
|||2024||2023|
|Finance Income:
Interest Income on Financial Assets measured at Amortised Cost
Net gain on sale/fair valuation of investments measured at FVTPL
Net gain on sale/retirement/damage of Property, Plant and Equipment
Miscellaneous income
Total||150
-
-
35
184||181
16
144
23|
|||||364|
||||||
||||||

Note: 28 - Cost of Materials Consumed:

|||**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|
|||Year ended ||March 31,|
|||2024||2023|
|Raw Materials
Stock at commencement
Add: Purchases during the year
Less: Stock at close
Packing Materials consumed
Total||935
14,694
15,629
1,789
13,840
538
14,379||1,380
9,187|
|||||10,567
935|
|||||9,632
601|
|||||10,233|
||||||
||||||

Note: 29 - Purchases of Stock-in-trade:

Note: 29 - Purchases of Stock-in-trade:
		`in Lacs
		**Year ended **		March 31,
		2024		2023
Purchases of Stock-in-trade Total		620 620		1,778
				1,778

102

Annual Report 2023-24

Notes to the Financial Statements

Note: 30 - Land Development and Construction Cost:

Note: 30 - Land Development and Construction Cost:
	`in Lacs
	**Year ended **	March 31,
	2024	2023
Land and Other Charges Construction Cost Professional Charges Total	7,503 2,268 146 9,916	859 378 107 1,344

Note: 31 - Changes in Inventories:

||**in Lacs**|in Lacs|
|---|---|---|
||Year ended |March 31,|
||2024|2023|
|Stock at commencement:
Work-in-progress
Finished Goods
Stock-in-trade
(A)
Less: Stock at close:
Work-in-progress
Finished Goods
Stock-in-trade
(B)
Total
(A-B)|3,668
1,952
636
6,256
13,113
2,508
510
16,131
(9,875)|2,994
2,040
404
5,438
3,668
1,952
636
6,256
(818)|

Note: 32 - Employee Benefits Expense:

Note: 32 - Employee Benefts Expense:
	`in Lacs
	**Year ended **	March 31,
	2024	2023
Salaries and wages Contribution to provident and other funds [] Staf welfare expenses Total*	3,468 227 86 **3,781 **	2,881 194 81 3,156

[*] The Company’s contribution is towards defined contribution plans which include Provident Fund and National Pension Scheme (NPS). Provident Fund contributions are made to the Regional Provident Fund Commissioner for the qualifying employees, as specified under the law.

Note: 33 - Finance Cost:

Note: 33 - Finance Cost:
	`in Lacs
	Year ended	March 31,
	2024	2023
Interest expense - On Term Loans - On Working Capital Loans - Others Bank commission and charges Total	1 101 371 38 511	13 61 119 31 225

103

ASHIMA LIMITED

Notes to the Financial Statements

Note: 34 - Other Expenses:

Note: 34 - Other Expenses:
		`in Lacs
		Year ended		March 31,
		2024		2023
Consumption of Stores and Spare parts Power and fuel Rent () Repairs to Buildings Repairs to Plant and Equipment Repairs to Others Insurance Rates and Taxes (excluding taxes on income) Job work Charges Selling and Distribution Expenses Freight and forwarding expenses Sales Commission Other Sales promotion expenses Traveling Expenses Net Loss on sale/retirement/damage of Property, Plant and Equipment Labour Charges Legal and Professional Fees Directors' fees Miscellaneous Expenses () Total [] The Company has taken certain properties under leave and license agreement with no restrictions and are renewable/ cancellable at the option of either of the parties. [**] Miscellaneous Expenses include: a Payment to the Statutor Auditors - As Auditor - For Other Services Total b Cost Auditor’s Remuneration includingfees for other services		1,602 2,129 4 71 280 35 57 26 1,283 144 99 341 116 5 450 137 2 424 7,207 12 1 13 1		396 857 3 23 106 23 51 8 2,821 141 110 34 97 - 261 141 3 419
				5,495
				12 1
				13 1

104

Annual Report 2023-24

Notes to the Financial Statements

Note: 35-Tax Expenses:

Note: 35-Tax Expenses:
		`in Lacs
		Year ended		March 31,
		2024		2023
The major components of income tax expense are: A Tax Expenses Tax adjustment for earlier year B Reconciliation of tax expense and accounting proft multiplied by India’s domestic tax rate: Proft before tax Enacted Tax Rate in India Expected Tax Expenses Adjustments for: Efect of additional deductions from taxable income Efect of non-deductible expenses Efect of deductible expenses Carried Forward Losses Unused Tax Losses of the earlier year now utilised Capital Gain Total Tax Expenses for Current year Tax Adjustment of Earlier Years Tax Expenses asper Statement of Proft and Loss		6 6 6,147 25.17% 1,547 (97) 52 (320) - (1,205) 23 (1,547) - 6 6		-
				-
				(665) 25.17%
				(167) (84) 28 (53) 376 - (100)
				167
				- - -

Note: 36-Calculation of Earnings per Equity Share (EPS):

Note: 36-Calculation of Earnings per Equity Share (EPS):
	Year ended March 31,
	2024	2023
The numerators and denominators used to calculate the basic and diluted EPS are as follows: A Profit/(Loss) for the Continuing operations attributable to Equity Shareholders in Lacs<br>B<br>Profit/(Loss) for the Discontinued operations<br>attributable to Equity Shareholders<br>in Lacs C Proft/(Loss) for the Continuing & Discontinued operations attributable to Equity Shareholders in Lacs<br>D<br>Average Number of Equity shares outstanding<br>during the year<br>Numbers<br>E<br>Nominal value of equity share<br> F Basic and Diluted EPS-for Continuing operations <br>G<br>Basic and Diluted EPS-for Discontinued operation<br> H Basic and Diluted EPS-for Continuing & Discontinued operation `	9,638 3 9,641 191,660,078 10 5.03 0.00 5.03	(769) 104 (665) 191,660,078 10 (0.40) 0.05 (0.35)

105

ASHIMA LIMITED

Notes to the Financial Statements

Note: 37 - Deferred Tax:

A Break up of Deferred Tax Liabilities and Assets into major components of the respective balances are as under:

||**in Lacs**|in Lacs|**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|---|
||As at
April 1
2022|Charge for
the year|As at
March 31
2023|Charge for
the year|As at
March 31
2024|
|Deferred Tax Liabilities:
Depreciation
Deferred Tax Assets:
Employee benefts/ Payable to
Statutor Authorities
Receivables
Others
Unabsorbed depreciation/
Business Loss
Total
Net Deferred Tax Assets/
(Liabilities)|(1,218)|(117)|(1,335)|(52)|(1,387)|
||(1,218)|(117)|(1,335)|(52)|(1,387)|
||31
65
149
5,574|7
1
(50)
372|38
66
99
5,946|29
(0)
(55)
(1,235)|67
66
44
4,711|
||5,819|330|6,149|(1,262)|4,887|
||4,601|213|4,814|(1,314)|3,500|

B Significant Estimates :

As regards deferred tax as per Ind AS – 12 on “Income Taxes”, there are net deferred tax assets for the past years and for the year ended March 31 2024. The company had not recognised deferred tax assets until the previous financial year considering its profitability position in the past and expected profitability of future period. The profitability of the company has improved substantially during the current financial year and based on the business prospects of the company in future, it is probable that the Company will have sufficient taxable profits in future against which the deductible temporary differences and carried forward unused tax losses including unabsorbed depreciation will be utilised. Therefore, the company has recognised previously unrecognised net deferred tax assets of ` 3500 lacs during the year under review.

Note: 38 - Disclosures as required by Ind AS 19 Employee Benefits:

The Company has classified the various benefits provided to employees as under:-

Defined benefit plans

Gratuity

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The gratuity plan is a funded plan administered by a recognised Trust and the Company makes contributions to the Trust. In accordance with Indian Accounting Standard 19, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions.

Economic Assumptions

The discount rate and salary increases assumed are the key financial assumptions and should be considered together; it is the difference or ‘gap’ between these rates which is more important than the individual rates in isolation.

Discount Rate

The discounting rate is based on the gross redemption yield on medium to long term risk free investments. The estimated term of the benefits/obligations works out to 3.16 Years.

106

Annual Report 2023-24

Notes to the Financial Statements

Salary Escalation Rate

The salary escalation rate usually consists of at least three components, viz. regular increments, price inflation and promotional increases. In addition to this, any commitments by the management regarding future salary increases and the Company’s philosophy towards employee remuneration are also to be taken into account.

The assumptions used are summarized in the following table:

The assumptions used are summarized in the following table:
	Year ended March 31,
	2024	2023
Discount rate (per annum) Future salar increase Expected rate of return onplan assets	7.15% 4.00% 7.15%	7.45% 4.00% 7.45%

||**in Lacs**|in Lacs|
|---|---|---|
||Year ended March 31,||
||2024|2023|
|Change in present value of the defned beneft obligation during the year
Present value of obligation as at the beginning of the year
Interest Cost
Current Service Cost
Benefts Paid
Actuarial (Gain)/Loss arising from Change in Financial Assumption
Actuarial (Gain)/Loss arising from Experience Adjustment
Present value of obligation as at the end of theyear|662
43
34
(163)
-
28
604|606
30
34
(20)
-
12
662|
|Change in fair value of plan assets during the year
Fair Value of plan assets at the beginning of the year
Interest Income
Contributions by the employer
Benefts paid
Return on plan assets
Fair Value ofplan assets at the end of theyear|866
60
10
(161)
45
819|857
46
-
(18)
(19)
866|
|Net Asset/ (Liability) recorded in the Balance Sheet
Present value of obligation as at the end of the year
Net Asset/ (Liability)-Current
Net Asset/ (Liability)-Non-Current|604
178
37|662
158
45|
|Expenses recorded in the Statement of Proft and Loss during the year
Interest Cost
Current Service Cost
Actuarial (Gain)/Loss arising from Change in Financial Assumption
Actuarial (Gain)/Loss arising from Experience Adjustment
Total expenses included in employee beneft expenses
Recognized in Other Comprehensive Income during the year
Actuarial (Gain)/Loss arising from Change in Financial Assumption
Actuarial (Gain)/Loss arising from Experience Adjustment
Return on plan assets
Recognized in Other Comprehensive Income|(17)
34
-
-
17
36
(8)
(45)
(17)|(16)
34
-
-
18
27
(15)
19
31|

107

ASHIMA LIMITED

Notes to the Financial Statements

Notes to the Financial Statements ASHIMA LIMITED
	`in Lacs
	Year ended March 31,
	2024	2023
Maturity profle of defned beneft obligation Within 12 months of the reporting period Between 2 and 5 years Between 6 and 10 years More than 10 years Quantitative sensitivity analysis for signifcant assumptions is as below: Increase/(decrease) in present value of defned beneft obligation at the end of the year Half percentage point increase in discount rate Half percentage point decrease in discount rate Half percentage point increase in salar increase rate Halfpercentage point decreaseinsalarincreaserate	178 197 228 - 590 619 619 590	158 148 355 - 643 682 683 642

Composition of Plan Assets

Halfpercentage point decreaseinsalarincreaserate Composition of Plan Assets	590 642	590 642
Particulars	As at March 31,
	2024	2023
Policy of Insurance Bank Balance	99.39% 0.61%	99.46% 0.54%
Total	100.00%	100.00%

Long-Term Employment Benefits

Leave Encashment:

Liability for the Leave Encashments for 118 Lacs (as at March 31, 2023 - 138 Lacs) has been fully provided for by the company.

Note: 39 - Segment Information:

(1) Identification of Segments:

• Considering the nature of the Company’s business and operations, as well as based on reviews performed by chief operating decision maker regarding resource allocation and performance management, the Company has identified (1) Textiles, (2) Real Estate, (3) Investment and (4) Others as reportable segments in accordance with the requirements of Ind AS 108 -”Operating Segments”.

• (2) Segment revenue and results:

Revenue and expenses directly attributable to segments are reported under each reportable segment. The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income). Unallocated expenditure consists of common expenditure incurred for all the segments and expenses incurred at corporate level.

(3) Segment assets and Liabilities:

• Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipment, trade receivables, Inventories and other operating assets. Segment liabilities primarily include trade payable and other liabilities excluding borrowings.

Common assets and liabilities which cannot be allocated to any of the business segment are shown as unallocable assets / liabilities.

There are no transactions of inter-segment transfers.

108

Annual Report 2023-24

Notes to the Financial Statements

Notes to the Financial Statements	Annual Report 2023-24	Annual Report 2023-24	Annual Report 2023-24	Annual Report 2023-24	Annual Report 2023-24
Primar Segment Reporting:	`in Lacs
Particulars	Year ended March 31, 2024
	Textiles	Real Estate	Investment	Others	Total
Revenue External Revenue Inter Segment Revenue Enterprise revenue Results Segment Results before Finance cost Less : Interest and Finance Charges (Net) Less : Other Unallocable Income/(Expenditure) -Exceptional Items Net proft/(loss) before tax Segment Assets Unallocated Assets Total Assets Segment Liabilities Unallocated Liabilities Total Liabilities Depreciation and amortisation expense Unallocated depreciation and amortisation expense Total depreciation and amortisation expense Capital Expenditure Unallocated Capital Expenditure Total Capital Expenditure	23,983 -	7,618 -	1,343 -	0 -	32,944 -
	23,983	7,618	1,343	0	32,944
	(620)	6,313	1,041	(79)	6,655 511 -
					6,144
	22,961 -	21,269 -	3,076 -	6,712 -	54,019 -
	22,961	21,269	3,076	6,712	54,019
	5,035 -	4,959 -	300 -	48 -	10,342 -
	5,035	4,959	300	48	10,342
	369 -	4 -	- -	74 -	447 -
	369	4	-	74	447
	188 -	13 -	- -	- -	201 -
	188	13	-	-	201

109

ASHIMA LIMITED

Notes to the Financial Statements

Note: 39 - Segment Information: (Contd.)

||**in Lacs**|in Lacs|**in Lacs**|in Lacs|**in Lacs**| |---|---|---|---|---|---| |**Particulars**|**Year ended March 31, 2023**||||| ||**Textiles**|**Real**<br>**Estate**|**Investment**|**Others**|**Total**| |**Revenue**<br>External Revenue<br>Inter Segment Revenue<br>**Enterprise revenue**<br>**Results**<br>**Segment Results before Finance cost**<br>Less : Interest and Finance Charges (Net)<br>**Less : Other Unallocable Income/(Expenditure)**<br>-Exceptional Items<br>**Net proft/(loss) before tax**<br>Segment Assets<br>Unallocated Assets<br>**Total Assets**<br>Segment Liabilities<br>Unallocated Liabilities<br>**Total Liabilities**<br>Depreciation and amortisation expense<br>Unallocated depreciation and amortisation expense<br>**Total depreciation and amortisation expense**<br>Capital Expenditure<br>Unallocated Capital Expenditure<br>**Total Capital Expenditure**|20,499<br>-|-<br>-|188<br>-|11<br>-|**20,698**<br>**-**| ||20,499|-|188|11|**20,698**| ||(910)<br>|3|160|209|**(539)**<br>**225**<br> **(5)**| ||||||**(769)**| ||20,221<br>-|6,148<br>-|1,754<br>-|3,465<br>-|**31,587**<br>**-**| ||20,221|6,148|1,754|3,465|**31,587**| ||3,818<br>-|2,845<br>-|20<br>-|34<br>-|**6,717**<br>**-**| ||3,818|2,845|20|34|**6,717**| ||335<br> <br>-|2<br>-|-<br>-|75<br>-|**413**<br>**-**| ||<br>335|2|-|75|**413**| ||2,175<br>-|26<br>-|-<br>-|17<br>-|**2,217**<br>**-**| ||2,175|26|-|17|**2,217**| |**Secondar Segment Reporting:**|**(**In Lacs)|||||
|Particulars|Year ended
March 31,
2024
Year ended
March 31,
2023|||||
|Segment Revenue
a)
In India
b)
Outside India|30,416
18,000
2,528
2,698|||||
|Total|32,944
20,698|||||
|Trade Receivables
a)
In India
b)
Outside India|4,750
1,287
121
165|||||
|Total|4,872
1,453|||||

110

Annual Report 2023-24

Notes to the Financial Statements

Note: 40 - Exceptional items:

Exceptional Items of the previous year include profit on sale of equity shares of associate company and amount payable relating to export obligation under EPCG scheme.

Note: 41 - Related Party Transactions:

As per the Ind AS - 24 on “Related Party Disclosures”, the transactions carried out and outstanding balances with the related parties of the Company are as follows:

a) Name of Related Parties and Nature of Relationship :

Associates

• 1 Shardul Garments Private Limited (Ceased to be an Associate Company w.e.f. April 30, 2022)

Key Management Personnel

• 1 Mr. Chintan N. Parikh

• 2 Mr. Krishnachintan C. Parikh

• 3 Mr. Shrikant Pareek

• 4 Mr. Jayesh Bhayani

• 5 Mr. Hiren Mahadevia

• 6 Ms. Shweta Sultania

• 7 Mr. Dipak Thaker

• 8 Dr. Bakul H. Dholakia

• 9 Mrs. Koushlya Melwani

• 10 Mr. Sanjay Majmudar

• 11 Mr. Neeraj Golas

Chairman and Managing Director

Executive Director - (Relative of Chairman & Managing Director )

Director (Operations)

Chief Financial Officer (w.e.f. July 26,2023) Group Chief Financial Officer (upto June 30, 2023) Company Secretary (w.e.f. July 15, 2022) Company Secretary (up to July 14, 2022) Non Executive-Independent Director Non Executive-Independent Director Non Executive-Independent Director Non Executive-Independent Director

Relatives of Key Management Personnel

• 1 Mrs. Parthavi Nagarsheth

Relative of Key Management Personnel (w.e.f. February 12, 2023)

Other related parties where control exists

• 1 Saumya Construction Private Limited

• 2 Shakun Trust

• 3 Subahu Enterprises LLP

• 4 Krewblue Apparels LLP

111

ASHIMA LIMITED

Notes to the Financial Statements

b) Disclosure in respect of Related Party Transactions :

||**in Lacs**<br>**Associates**<br>**Key**<br>**Management**<br>**Personnel &**<br>**Relatives**<br>**Others**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**2024**<br>2023<br>**2024**<br>2023<br>**2024**<br>2023<br>**97**<br>-**1,994**<br>-<br>**-**<br>38<br>**763**<br>541<br>**-**<br>-<br>**6**<br>28<br>**34**<br>30<br>**2**<br>3<br>**-**<br>**-**<br>**805**<br>601<br>**-**<br>**-**<br>**59**<br>61<br>**1,435**<br>-<br>**244**<br>106<br>**86**<br>-<br>**54**<br>53<br>**7**<br>9<br>**5,000**<br>-<br>**294**<br>-<br>**486**<br>503**5,107**<br>53<br>**10**<br>-<br>**-**<br>-<br>**-**<br>38|in Lacs
Associates
Key
Management
Personnel &
Relatives
Others
Year Ended
March 31,
Year Ended
March 31,
Year Ended
March 31,
2024
2023
2024
2023
2024
2023
97
-1,994
-
-
38
763
541
-
-
6
28
34
30
2
3
-
-
805
601
-
-
59
61
1,435
-
244
106
86
-
54
53
7
9
5,000
-
294
-
486
5035,107
53
10
-
-
-
-
38|**in Lacs**<br>**Associates**<br>**Key**<br>**Management**<br>**Personnel &**<br>**Relatives**<br>**Others**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**2024**<br>2023<br>**2024**<br>2023<br>**2024**<br>2023<br>**97**<br>-**1,994**<br>-<br>**-**<br>38<br>**763**<br>541<br>**-**<br>-<br>**6**<br>28<br>**34**<br>30<br>**2**<br>3<br>**-**<br>**-**<br>**805**<br>601<br>**-**<br>**-**<br>**59**<br>61<br>**1,435**<br>-<br>**244**<br>106<br>**86**<br>-<br>**54**<br>53<br>**7**<br>9<br>**5,000**<br>-<br>**294**<br>-<br>**486**<br>503**5,107**<br>53<br>**10**<br>-<br>**-**<br>-<br>**-**<br>38|in Lacs
Associates
Key
Management
Personnel &
Relatives
Others
Year Ended
March 31,
Year Ended
March 31,
Year Ended
March 31,
2024
2023
2024
2023
2024
2023
97
-1,994
-
-
38
763
541
-
-
6
28
34
30
2
3
-
-
805
601
-
-
59
61
1,435
-
244
106
86
-
54
53
7
9
5,000
-
294
-
486
5035,107
53
10
-
-
-
-
38|**in Lacs**<br>**Associates**<br>**Key**<br>**Management**<br>**Personnel &**<br>**Relatives**<br>**Others**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**Year Ended**<br>**March 31,**<br>**2024**<br>2023<br>**2024**<br>2023<br>**2024**<br>2023<br>**97**<br>-**1,994**<br>-<br>**-**<br>38<br>**763**<br>541<br>**-**<br>-<br>**6**<br>28<br>**34**<br>30<br>**2**<br>3<br>**-**<br>**-**<br>**805**<br>601<br>**-**<br>**-**<br>**59**<br>61<br>**1,435**<br>-<br>**244**<br>106<br>**86**<br>-<br>**54**<br>53<br>**7**<br>9<br>**5,000**<br>-<br>**294**<br>-<br>**486**<br>503**5,107**<br>53<br>**10**<br>-<br>**-**<br>-<br>**-**<br>38|in Lacs
Associates
Key
Management
Personnel &
Relatives
Others
Year Ended
March 31,
Year Ended
March 31,
Year Ended
March 31,
2024
2023
2024
2023
2024
2023
97
-1,994
-
-
38
763
541
-
-
6
28
34
30
2
3
-
-
805
601
-
-
59
61
1,435
-
244
106
86
-
54
53
7
9
5,000
-
294
-
486
5035,107
53
10
-
-
-
-
38|
|---|---|---|---|---|---|---|
|Nature of Transactions|Associates||Key
Management
Personnel &
Relatives||Others||
||Year Ended
March 31,||Year Ended
March 31,||Year Ended
March 31,||
||2024|2023|2024|2023|2024|2023|
|Revenue from Operations
Loan repaid by the party
1
Shardul Garments Private Limited
Remuneration to KMP & Relatives
1
Short-term Employee beneft
2
Post Employment beneft
3
Other - long-term Employment beneft
4
Other - Contribution toward Provident Fund & NPS
5
Sitting Fees to Non-Executive- Independent Directors
Total
Interest Exp./Bills Discounting charges
Corporate Guarantee
Development Charges
Advance received against sales
Advertisement Expenses
Non convertible Debenture Issued (12%)
Debenture Interest
Other payables - Closing balance at year end
Other Receivable - Closing balance at year end
Loans Receivable-Balance at year end
1
Shardul Garments Private Limited
Loans Receivable - Maximum Balance during the
year
1
Shardul Garments Private Limited|-|38|97
763
-
6
34
2|-
541
-
28
30
3|1,994|-|
||-|-|805|601|-|-|
||-
-|-
38|59
86
486
10|61
-
503
-|1,435
244
54
7
5,000
294
5,107|-
106
53
9
-
-
53|

Note: 42-Financial Instruments:

A Fair values hierarchy:

Financial assets and financial liabilities measured at fair value in the statements of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1 : Quoted prices (unadjusted) in active markets for financial instruments.

• Level 2 : The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates.

• Level 3 : If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

112

Annual Report 2023-24

Notes to the Financial Statements

B Financial assets and liabilities measured at fair value - recurring fair value measurements:

		`in	Lacs
		As at March 31, 2024
	Level 1	Level 2	Level 3	Total
Financial assets:
Current Financial Assets:
Trade receivables	-	-	4,872	4,872
Cash and Cash Equivalents	-	-	6,447	6,447
Bank Balance other than Cash and Cash	-	-	577	577
Equivalents
Other Current Financial Assets	-	-	248	248
Non Current Financial Assets:
Financial Investments at FVTPL:
Unquoted equity instruments	-	197		197
Financial Investments at FVTPL:
Quoted equity instruments	2,866			2,866
Total Financial Assets	2,866	197	12,144	15,207
Financial Liabilities
Current Financial Liabilities:
Trade payables	-	-	4,310	4,310
Other Current Financial Liabilities	-	-	1,272	1,272
Borrowings [including current maturities			1,316	1,316
and interest accrued]
Non Current Financial Liabilities:
Borrowings	-	-	11,074	11,074
Other Non Current Financial Liabilities	-	-	9	9
Total Financial Liabilities	-	-	17,981	17,981

		`in	Lacs
		As at March 31,		2023
	Level 1	Level 2	Level 3		Total
Financial assets:
Current Financial Assets:
Trade receivables	-	-		1,453	1,453
Cash and Cash Equivalents	-	-		2,000	2,000
Bank Balance other than Cash and Cash	-	-		720	720
Equivalents
Other Current Financial Assets	-	-		438	438
Non Current Financial Assets:
Financial Investments at FVTPL:
Unquoted equity instruments	-	144		-	144
Financial Investments at FVTPL:
Quoted equity instruments	1,371	-		-	1,371
Total Financial Assets	1,371	144		4,611	6,125
Financial Liabilities
Current Financial Liabilities:
Trade payables	-	-		2,944	2,944
Other Current Financial Liabilities	-	-		862	862
Borrowings [including current maturities	-	-		5	5
and interest accrued]
Non Current Financial Liabilities:
Borrowings	-	-		3,266	3,266
Other Non Current Financial Liabilities	-	-		10	10
Total Financial Liabilities	-	-		7,088	7,088

113

ASHIMA LIMITED

Notes to the Financial Statements

Note: 43-Financial Risk Management:

• A Financial instruments by category:

e: 43-Financial Risk Management: Financial instruments by categor:
		`in	Lacs
		As at March 31,		2024
	FVTPL	FVOCI	Amortised		Total
			Cost
Financial assets:
Current Financial Assets:
Trade receivables	-	-		4,872	4,872
Cash and Cash Equivalents	-	-		6,447	6,447
Bank Balance other than Cash and Cash	-	-		577	577
Equivalents
Other Current Financial Assets	-	-		248	248
Non Current Financial Assets:
Quoted equity instruments	2,866	-		-	2,866
Unquoted equity instruments	197	-			197
Total Financial Assets	3,063	-	12,144		15,207
Financial Liabilities
Current Financial Liabilities:
Trade payables	-	-		4,310	4,310
Borrowings (including current maturities	-	-		1,316	1,316
and interest accrued)
Other Current Financial Liabilities				1,272	1,272
Non Current Financial Liabilities:
Borrowings	4,500	-		6,574	11,074
Other Non Current Financial Liabilities	-	-		9	9
Total Financial Liabilities	4,500	-	13,481		17,981

		`in	Lacs
		As at March 31,		2023
	FVTPL	FVOCI	Amortised		Total
			Cost
Financial assets:
Current Financial Assets:
Trade receivables	-	-		1,453	1,453
Cash and Cash Equivalents	-	-		2,000	2,000
Bank Balance other than Cash and Cash	-	-		720	720
Equivalents
Other Current Financial Assets	-	-		438	438
Non Current Financial Assets:
Quoted equity instruments	1,371	-		-	1,371
Unquoted equity instruments	144	-		-	144
Total Financial Assets	1,515	-		4,611	6,125
Financial Liabilities
Current Financial Liabilities:
Trade payables	-	-		2,944	2,944
Borrowings (including current maturities	-	-		5	5
and interest accrued)
Other Current Financial Liabilities	-	-		862	862
Non Current Financial Liabilities:
Borrowings	1,750	-		1,516	3,266
Other Non Current Financial Liabilities	-	-		10	10
Total Financial Liabilities	1,750	-		5,338	7,088

114

Annual Report 2023-24

Notes to the Financial Statements

B Risk Management:

The Company’s activities expose it to market risk, liquidity risk, interest risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The Risk Management is embedded in the Company’s operating framework. The Audit Committee of the Board evaluates the Risk Management systems and the Board takes responsibility for the total process of Risk Management in the organization, which includes framing, implementing and monitoring Risk Management Plan.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

The most significant financial risks to which the Company is exposed are described below:

a Credit risk:

Credit risk arises from the possibility that customer may not be able to settle its obligations as agreed. The Company is exposed to credit risk from trade receivables, bank deposits and other financial assets.

The Company periodically assesses the financial reliability of the counter party taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Party-wise credit is monitored and reviewed accordingly.

Bank deposits:

The Company maintains its Cash and cash equivalents and Bank deposits with reputed and highly rated banks. Hence, there is no significant credit risk on such deposits.

Trade Receivable:

The Company is exposed to credit risk in the event of non-payment by customers. Major part of sales is made on ‘Delivery against payment’ basis, hence the credit risk is insignificant. To eliminate credit risk further, high value sales are made by adequate coverage through Letters of Credit, wherever possible, or against post-dated cheques. Clean credit is extended only in exceptional cases. The Company trades with recognized and credit worthy customers. It is the Company’s policy that all customers who wish to trade on credit terms are subjected to scrutiny and periodic review. In addition, receivable balances are monitored on an on-going basis with the result that the Company’s exposure to bad debts is not significant.

Further, credit risk concentration with respect to trade receivables is mitigated by the Company’s large customer base, widely distributed both economically and geographically. Adequate expected credit losses are recognized as per the assessments based on historic data and prevalent market conditions.

Against doubtful trade receivables of 76 Lacs (Previous year - 76 Lacs), allowance for doubtful receivables is 76 Lacs as at March 31, 2024 (Previous year - 76 Lacs). During the year the Company has not made any allowance for doubtful receivables (Previous year: ` Nil).

has not made any allowance for doubtful receivables (Previous year:`Nil)	.	.
Ageing of Trade Receivables	`in Lacs
	As at March 31,
	2024	2023
0 - 6 Months 6 - 12 Months beyond 12 Months	4,854 13 80	1,447 3 78
Total	4,947	1,528
Allowance for doubtful Receivables	76	76
Trade Receivables Carried in Balance Sheet	4,872	1,453

115

ASHIMA LIMITED

Notes to the Financial Statements

b Liquidity risk:

• a Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

• b Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which it operates. In addition, the Company’s liquidity management policy involves considering the level of liquid assets necessary to meet these obligations.

c Maturities of financial liabilities:

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

||**in Lacs**|in Lacs|**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|---|
||As at March 31, 2024|||||
||< 1 year|1-2 year|2-3
years|> 3 years|Total|
|Borrowings (including current
maturities and interest)
Term Loan from Bank
Other Borrowings
Non-Convertible Debenture
Other Non-Current Financial
Liabilities
Trade Payables
Other Current Financial
Liabilities
Total|14
1,302
-
-
4,310
1,272|-
-
-
9
-
-|-
-
-
-
-
-|-
1,574
9,500
-
-
-|14
2,876
9,500
9
4,310
1,272|
||6,898|9|-|11,074|17,981|

||**in Lacs**|in Lacs|**in Lacs**|in Lacs|`in Lacs|
|---|---|---|---|---|---|
||As at March 31, 2023|||||
||< 1 year|1-2 year|2-3
years|> 3 years|Total|
|Borrowings (including current
maturities and interest)
Term Loan from Bank
Unsecured Loan
Other Borrowings
Non-Convertible Debenture
Other Non-Current Financial
Liabilities
Trade Payables
Other Current Financial
Liabilities
Total|5
0
-
-
-
2,944
862|4
-
-
-
10
-
-|-
-
-
-
-
-
-|-
-
1,513
1,750
-
-
-|9
0
1,513
1,750
10
2,944
862|
||3,811|14|-|3,263|7,088|

116

Annual Report 2023-24

Notes to the Financial Statements

c Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar and GBP. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the Company’s functional currency. The Company uses forward contracts for high valued foreign currency transactions to hedge the foreign currency risk.

Foreign currency risk exposure:

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in ` are as follows:

|Exposure of USD|**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024|2023|
|Financial assets:
Trade Receivables
Total exposure to foreign currency risk (assets)
Financial liabilities:
Total exposure to foreign currency risk (liabilities)
Net exposure to foreign currency risk|84 |165|
||84
-|165
-|
||84 |165|
||||
|Exposure of GBP|`in Lacs||
||As at March 31,||
||2024|2023|
|Financial assets:
Trade Receivables
Total exposure to foreign currency risk (assets)
Financial liabilities:
Total exposure to foreign currency risk (liabilities)
Net exposure to foreign currency risk|37 |-|
||37
-|-
-|
||37 |-|

Sensitivity Analysis:

The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign currency denominated financial instruments: *

||**in Lacs**|in Lacs|**in Lacs**|in Lacs|
|---|---|---|---|---|
||As at March 31, 2024||As at March 31, 2023||
||Movement
in Rate|Impact on
PAT|Movement
in Rate|Impact on
PAT|
|USD
USD
GBP
GBP|2.00%
-2.00%
2.00%
-2.00%|1.26
(1.26)
0.55
(0.55)|2.00%
-2.00%
2.00%
-2.00%|2.48
(2.48)
-
-|

• Holding all other variables constant

d Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flow of the financial instrument may fluctuate because of the change in market interest rates.

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. As at March 31, 2024, the Company is not exposed to changes in market interest rates through bank borrowings as all its bank borrowings are at fixed interest rate. Also, the Company opts for investments in Fixed Deposits at fixed interest rates.

117

ASHIMA LIMITED

Notes to the Financial Statements

• e Price risk:

The Company has no significant exposure to price risk arising from investments in mutual funds, as the investments are usually in debt funds. Investing in equity shares of companies is based on the concept of value investing. While these investments is subject to various risks, stringent norms for investment decisions are in place for minimising risks associated to such investments.

Note: 44-Capital Management:

The Company’s capital management objectives are:

• a to ensure the Company’s ability to continue as a going concern.

• b to provide an adequate return to shareholders.

• c to maintain an optimal capital structure to reduce the cost of capital.

Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

||**in Lacs**|in Lacs|
|---|---|---|
||As at March 31,||
||2024|2023|
|Net debts
Total equity
Net debt to equity ratio|12,390
31,686
0.39|3,272
22,028
0.15|

Note: 45- Social Security, 2020 (‘Code’)

The code of Social Security, 2020 (‘Code’) relating to employee benefit during employment and post-employment received Presidential assent in September 2020 and its effective date is yet to be notified. The Company will assess and record the impact of Code, once its effective.

Note: 46- Previous year’s figures regrouped

Previous year’s figures have been regrouped /rearranged wherever necessary.

Note: 47-Discontinued operation

As per Ind AS 105 “Discontinued Operation”, the operations of the Spinfab Division, which was closed earlier, are considered as Discontinued Operations and the financials are presented for Continuing Operations, with profitability of the Discontinued Operations disclosed as a separate line item.

The separate detailed profitability of the Discontinued Operations and Continuing Operations of the Company is as per the following table:

(` in Lacs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2024	Year ended March 31, 2024	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2023	Year ended March 31, 2023	Year ended March 31, 2023
	Continuing operations	Discontinued operations	Less: Elimination of transactions between (A) and(B)	Total	Continuing operations	Discontinued operations	Less: Elimination of transactions between (A) and(B)	Total
	A	B			A	B
INCOME:
Revenue from Operations	32,944	0	-	32,944	20,698	17	-	20,716
Other Income	184	7	-	192	364	123	-	487
Total Income	33,129	7	-	33,136	21,062	140	-	21,202

118

Annual Report 2023-24

Notes to the Financial Statements

||||||(in Lacs)|(in Lacs)|(in Lacs)|(in Lacs)|
|---|---|---|---|---|---|---|---|---|
|Particulars|Year ended March 31, 2024||||Year ended March 31, 2023||||
||Continuing
operations|Discontinued
operations|Less:
Elimination
of
transactions
between (A)
and(B)|Total|Continuing
operations|Discontinued
operations|Less:
Elimination
of
transactions
between (A)
and(B)|Total|
||A|B|||A|B|||
|EXPENSES:|||||||||
|Cost of Materials Consumed|14,379|-|-|14,379|10,233|9|-|10,242|
|Purchases of Stock-in-
Trade|620|-|-|620|1,778|-|-|1,778|
|Land Development &
Construction Cost|9,916|-|-|9,916|1,344|-|-|1,344|
|Changes in Inventories of
Finished goods, Work-in-
progress and Stock-in-
Trade|(9,875)|-|-|(9,875)|(818)|2|-|(816)|
|Employee Benefts Expense|3,781|0|-|3,781|3,156|3|-|3,159|
|
Finance Costs|511|0|-|512|225|2|-|227|
|Depreciation and
Amortisation expense|447|-|-|447|413|-|-|413|
|
Other Expenses|7,207|3|-|7,210|5,495|20|-|5,515|
|
Total Expenses
|26,985|4|-|26,989|21,826|36|-|21,862|
|
Proft/(Loss) before
Exceptional items and
Tax|
6,144|3|-|
6,147|
(764)|104|-|
(660)|
|Exceptional Items
|-|-|-|-|(5)|-|-|(5)|
|
Proft/(Loss) before Tax|6,144|3|-|6,147|(769)|104|-|(665)|
|Tax adjustment for
earlier years|
(6)|-|-|
(6)|-|-|-|-|
|
Deferred Tax|3,500|||3,500|||||
||3,494|-|-|3,494|-|-|-|-|
|Proft/(Loss) for the year|
9,638|3|-|
9,641|(769)|104|-|(665)|
|
OTHER COMPREHENSIVE I|
NCOME [OCI]:||||||||
|Items that will not be
reclassifed to proft or loss:|||||||||
|
Re-measurement
gains/(losses) on post
employment Defned beneft
plans|17|-|-|17|(31)|-|-|(31)|
|Other Comprehensive
Income for the year
[Net of tax]|17|-|-|17|(31)|-|-|(31)|
|Total Comprehensive
Income for the year
[Net of Tax]|9,655|3|-|9,658|(800)|104|-|(696)|

Note: 48 Other Statutory Information

• (i) The company does not hold any benami property as defined under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

119

ASHIMA LIMITED

Notes to the Financial Statements

• (ii) The company has not entered into any transaction with Struck off companies under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956. Further, there is no balance outstanding with struck off companies.

• (iii) The Company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

• (iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

• (v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

• (vi) The Company is in compliance with number of layers prescribed under clause (87) of section 2 of Companies Act, 2013 read with the companies (Restriction on Number of Layers) Rules, 2017.

• (vii) As on March 31, 2024 there is no unutilised amounts in respect of any long term borrowings from banks and financial institutions. The borrowed funds have been utilised for the specific purpose for which the funds were raised.

Note: 49-Ratios:

Sr No	Type	Numerator	Denominator	Current Year	Previous year	% of Change in ratio	Explanation if there is a change in the ratio by more than 25%
1	Current Ratio (In times)	Total current assets	Total current liabilities	2.87	2.38	20.23	-
2	Debt - Equity Ratio (In times)	Debt consists of borrowings and lease liabilities.	Total equity	0.39	0.15	163.27	Due to increased borrowings for o p e r a t i o n a l requirements
3	Debt - Service Coverage Ratio (In times)	Earning for Debt Service = Net Proft afer taxes + Non- cash operating expenses + Interest + Other non-cash adjustments	Debt service = Interest and lease payments + Principal repayments	20.52	(0.03)	59,151.39	Due to improved proftability
4	Interest Coverage (In times)	Proft for the year = Proft before tax, Extra Ordinar item, Depr. & Finance Cost	Finance Cost	13.92	(0.23)	6,263.58	Due to improved proftability
5	Return on Equity Ratio (In %)	Proft for the year less Preference dividend (if any)	Average total equity	30.48%	-3.14%	1,071.78	Due to improved proftability
6	Inventor to Turnover Ratio (In times)	Cost of Material produced	Average Inventor	1.78	2.47	(27.75)	Increased level of Real Estate operations
7	Trade Receivable to Turnover Ratio(In times)	Revenue from operations	Average trade receivables	10.42	11.30	(7.77)	-
8	Trade Payable to Turnover Ratio (In times)	Cost of Raw Material & FG Purchased	Average trade payables	4.22	3.05	38.24	Due to increased operations level

120

Annual Report 2023-24

Notes to the Financial Statements

Sr No	Type	Numerator	Denominator	Current Year	Previous year	% of Change in ratio	Explanation if there is a change in the ratio by more than 25%
9	Net capital turnover ratio (In times)	Revenue from operations	Average working capital (i.e. total current assets les total current liabilities)	1.52	2.23	(32.03)	Due to increased operations level
10	Operating Proft Margin (In %)	Proft for the year = Proft Before Tax, Extra Ordinar Item & Finance Cost	Revenue from operations	20.26%	-2.24%	1,004.69	Due to improved proftability
11	Net Proft Ratio (In %)	Proft for the year	Revenue from operations	29.30%	-3.34%	978.43	Due to improved proftability
12	Return on Capital Employed (In %)	Proft for the year = Proft Before Tax, Extra Ordinar Item & Finance Cost	Capital employed = Net worth + Long Term Borrowings	15.61%	-1.83%	951.08	Due to improved proftability
13	Return on Investments (In %)	Income generated from invested funds	Average invested funds	40.67%	14.77%	175.34	Due to improved profitability of investment activity

Signatures to Significant Accounting Policies and Notes 1 to 49 to the Financial Statements

As per our report of even date

For Mukesh M. Shah & Co. Chartered Accountants Firm Registration Number: 106625W

Suvrat S. Shah Partner Membership Number: 102651 Ahmedabad, Dated: May 25, 2024

Shweta Sultania Company Secretary Membership Number: ACS-22290

For and on behalf of the Board

Chintan N. Parikh

Chairman & Managing Director (DIN:00155225)

Jayesh C. Bhayani Chief Financial Officer

Ahmedabad, Dated: May 25, 2024

121

==> picture [242 x 245] intentionally omitted <==

If undelivered, please return to :

ASHIMA LIMITED

CIN No. L99999GJ1982PLC005253 Regd. Office : Texcellence Complex, Khokhara-Mehmedabad, Ahmedabad-380021 Phone No. : 91-79-67777000 E-mail : texcellence@ashima.in www.ashima.in