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You can view full text of the latest Director's Report for the company.

BSE: 543443ISIN: INE0E4I01027INDUSTRY: Education - Coaching/Study Material/Others

BSE   ` 18.48   Open: 18.48   Today's Range 18.48
18.48
-0.01 ( -0.05 %) Prev Close: 18.49 52 Week Range 9.68
23.00
Year End :2025-03 

Your directors have pleasure in presenting the 13th Annual Report of the Company together with the
Audited Statements of Accounts for the year ended March 31, 2025.

i- FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previous year's figures is
given hereunder

PARTICULARS

FOR THE YEAR ENDED
ON 31.03.2025

FOR THE YEAR ENDED
ON 31.03.2024

Net Income from Business Operations

3534.51

2089.72

Other Income

53.37

6.67

Total Income

3587.88

2096.39

Total Expenses except depreciation

3227.13

1873.48

Profit / (loss) before depreciation & tax

360.75

222.91

Less Depreciation

20.46

21.89

Profit before Tax

340.29

201.02

Less Tax Expenses:

79.38

69.23

Net Profit after Tax

260.91

131.79

i- STATE OF AFFAIRS:

The Company is engaged in the services of training and skill development offering vocational training,
and educational consulting in collaboration with Central Government, State Governments and various
Industries and Industry Associations. There has been no change in the business of the Company during
the financial year ended 31st March, 2025.

There has been no change in the Company's business operations during the financial year ended 31st
March, 2025.

The highlights of the Company's performance are as under:

i. The Company reported Revenue from Operations of Rs. 3,534.51 Lakhs for the financial year ended
31st March, 2025, as compared to Rs. 2,089.72 Lakhs for the financial year ended 31st March, 2024.

ii. The Company reported Total Expenditure of Rs. 3,247.59 Lakhs for the financial year ended 31st
March, 2025, as compared to Rs. 1895.37 Lakhs for the financial year ended 31st March, 2024.

iii. The Earning Before Tax (EBT) for the year ended March 31st, 2025 amounted to Rs. 340.29 Lakhs
as compared to Earnings Before Tax (EBT) of Rs. 201.02 Lakhs for the financial year ended 31st
March, 2024.

iv. The Net profit for the year ended for the year ended on 31st March 2025 amounted to Rs. 260.91
lakhs as compared to Net Profit of Rs. 131.79 lakhs for the financial year ended 31st March, 2024.

v. The basic Earnings per share (EPS) on standalone basis for the year stood at INR 0.60 per share, as
compared to INR 3.48 per share for the previous year.

4- SHARE CAPITAL:

The Authorised Share Capital as on 31st March, 2025 was Rs. 5,00,00,000/- divided into 4,92,50,000
Equity Shares of Rs. 1/- each and 75,000 Preference Shares of Rs.10/- each of the company.

The Paid-up share capital as on 31st March, 2025 was Rs. 4,58,51,160 divided / into 4,58,51,160 Equity
Shares of Rs. 1/- each of the company.

Increase in Authorised Share Capital:

During the year under review, there was no change in the Authorised share capital of the Company.
Increase in Paid Up Share Capital

During the year under review, The Company has increased its Paid-up Share Capital from Rs.
4,08,51,160/- to Rs. 4,58,51,160/- during the Year 2024-25.

a. The company has issued and allotted 5,00,000 (Five Lakhs) Equity shares on conversion of fully
convertible warrants into equal number of Equity Shares of the company, having face value of ^
10/- (Rupees Ten only) each, pursuant to the approval of the Board obtained at the Board
Meeting held on September 04, 2024

The Said warrants were allotted on August 05, 2023 at a price of ^ 33.20/- (Thirty-Three Rupees
and Twenty Paisa only] each including a premium of ^ 23.20/- each, per warrants payable in cash
(“Issue Price”], on a preferential basis to promoters of the Company.

b. The Company has undertaken a Sub-Division/Split of its Equity Shares, whereby each equity
share having a face value of ^10 (Rupees Ten only] has been sub-divided into 10 (ten) equity
shares having a face value of ^1 (Rupee One only] each, pursuant to the approval of the
shareholders obtained at the Extraordinary General Meeting (EGM) held on January 10, 2025

4- LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with BSE startup Platform and in
dematerialized form. The ISIN No. of the Company is INE0E4I01027.

4- RESERVES:

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.
4- DIVIDEND:

In view of the Company's strategic focus on reinvestment for future growth and expansion, the Board
of Directors has not recommended any dividend on the equity share capital for the financial year
2024-25.

4- TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund] Rules, 2016 (“IEPF Rules”], dividends
which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid
Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund
(“IEPF”].

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been
paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose
dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF
Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor
Education and Protection Fund (IEPF), nor there was any amount lying in the Unpaid Dividend
Account of the Company for the Financial Year 2024-2025.

4- DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other
than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules
framed thereunder, as amended from time to time. Hence there are no particulars to report about the
deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

4- INSURANCE:

The properties/assets of the Company are adequately insured.

4- DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

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

There were no loans or guarantees or investment made by the Company under Section 186 of the
Companies Act, 2013 during the year under review. The same has been disclosed under the notes to
the balance sheet in the Audited Financial Statements.

4- STATUTORY AUDITORS:

The Auditor, M/s. Goyal Goyal & Co., Chartered Accountants, (FRN: 015069C) is appointed as Statutory
Auditor of the Company to hold office from the 9th AGM to the 14th AGM of the company for a term of
five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

4- STATUTORY AUDITOR S REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those which
are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor except:

1. The company has not deposited Tax Deducted at Source amounting to INR. 3,39,300for the financial
years 2014-15, 2020-21, 2021-22, 2023-24, 4th Quarter of2024-25.

Explanation: Company is in process to pay the same.

2. The company has not paid CGST and SGST amounting to INR 84,89,910/- during the period 2017-18
to 2023-24.

Explanation: Company has preferred an appeal against the same with Joint Commissioner of State Tax.

4- SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Aanal Mehta & Associates, Practicing Company Secretaries, Ahmedabad to
undertake the Secretarial Audit of the Company for the Financial year 2024-25.

M/s. Aanal Mehta & Associates have conducted the Secretarial Audit for the financial year 2024¬
25 and their report is attached as
Annexure-A to this Annual Report. The Secretarial Audit Report
confirms that the Company has complied with the relevant provisions of the Companies Act, 2013,
and other applicable laws, regulations, and guidelines. The report does not contain any
qualification, reservation, or adverse remark, except as mentioned below.

4- SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as Annexure “A”.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor
except:

1. During the year under review, The Company had not filed Form SH-7 in respect of
consolidation/division of shares within the prescribed time period. The said form was
subsequently filed with a delay of 59 days.

2. During the year under review, the Company allotted 5,00,000 (Five Lakh) Equity Shares
of U0/- each upon conversion of fully convertible warrants. The Company was required
to file the application for listing of the said shares with the Stock Exchange(s) within 20
days from the date of allotment. However, the application was filed on January 31, 2025,
with a delay of 128 days.

4- COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable
provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board
of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance
Report of the company for the financial year
2024-25.

4- INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control systems are commensurate with the nature of its business and
the size and complexity of operations. The organization is appropriately staffed with qualified and
experienced personnel for implementing and monitoring the internal control environment. The
internal audit function reports to the Audit Committee. Your Company has adopted accounting
policies which are in line with the Accounting Standards prescribed in the Companies (Accounting
Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any,
of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are
in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any,
are approved by the Audit Committee in consultation with the Auditors. The policies to ensure
uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of
the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis,
throughout the year. The internal auditor of the company M/s Prerna Surana Jaiswal and
Associates, Chartered Accountants, checks and verifies the internal control and monitors them in

accordance with policy adopted by the company. The Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.

4- MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as
Annexure -B and is incorporated herein by reference and forms an
integral part of this report.

4- DIRECTORS / KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum
and Articles of Association of the Company, Provisions of retirement by rotation of Directors is
applicable to the Company, accordingly appointment of Mr. Tanmoy Shankar Bhattacharyea is
proposed as director retirement by rotation in the 13 th AGM of the Company.

BOARD OF DIRECTORS:

Composition, Meetings and Attendance during the Financial Year

The Composition of the Board of Directors of the Company as on 31.03.2025 are as follows:

Sr No.

Name

Designation

1.

Mrs. Sayani Chatterjee

Chairperson & Managing Director

2.

Mr. Abhijit Chatterjee

Whole-time Director & CEO

3.

Mr. Tanmoy Shankar Bhattacharyea

Non - Executive Non -Independent Director

4.

Ms. Priyadarshini Dey

Non-Executive Independent Director

5.

Mr. Soumya Ranjan Sahoo

Non-Executive Independent Director

DETAILS OF BOARD MEETINGS:

06 (Six) Board Meetings were held during the financial year ended 31st March, 2025 on the
following dates:

Sr. No.

Date of meeting

Directors Strength

Directors Present

1.

13/05/2024

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

2.

03/09/2024

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

3.

04/09/2024

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

4.

14/11/2024

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

5.

10/12/2024

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

6.

31/03/2025

5

1. Sayani Chatterjee

2. Soumya Ranjan Sahoo

3. Priyadarshini Dey

4. Abhijit Chatterjee

5. Tanmoy Shankar Bhattacharyea

DIRECTOR RESPOSNSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5] of the Companies Act, 2013, the Board of Directors of the
Company hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

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

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

f) they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

a. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own
performance and as well as that of its committee and individual Directors, including the
chairperson of the Board. The Exercise was carried out through a structured evaluation process
covering the various aspects of the Board's functioning such as composition of board & committees,
experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent
Director being evaluated and the chairperson and the non-independent Directors were carried out
by the independent Directors.

b. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Following changes were occurred during the year in the composition of board of directors and
key managerial personnel:

Sr.

Name of
Director &
KMP

PAN No

Date of

Appointm

ent

Nature of
Change

Date of
Change

Designation

1

Neha

Maheshwa

ri

AWEPM1592K

02/05/202

4

Appointment

02/05/2024

Company
Secretary &
Compliance
Officer

c. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The broad terms of reference of the Nomination and Remuneration Committee (“NRC”] of the

Company are as under:

> To identify suitable persons and recommend them as suitable candidates to fill up vacancies
on the Board or augment the Board and Senior Management.

> To lay down criterion for the evaluation of the Board including Independent Directors and
carrying out evaluation of every Director's performance.

> To formulate a criterion for determining qualifications, positive attributes and independence
of a director and recommending to the Board, appointment, remuneration and removal of
directors and senior management.

> Ensuring remuneration paid to Directors, Key Managerial Personnel and Senior Management
involves a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

> Devising a policy on Board diversity.

> To do such act as specifically prescribed by Board and

> Carry out such other activities as maybe prescribed by the Companies Act 2013, read with
Rules and regulations as maybe specified by the regulator from time to time, including any
modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by “NRC” and the
objective of Nomination and Remuneration Policy is to ensure rationale and objectivity in the
appointment and remuneration of the Directors, Senior Management Personnel and employees of the
Company. The Policy also provides bringing in a pragmatic methodology in screening of candidates
who may be recommended to the position of Directors and to establish effective evaluation criteria to
evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to
provide sustainability to the Board of Directors of the Company. The remuneration paid to the
Directors of the Company is in accordance with the provisions of Companies Act, 2013 and the
Remuneration Policy adopted by the Company.

The Nomination and Remuneration policy is available on the website of the Company at
https://www.ascensiveeducare.com.

The NRC evaluated the performance of the Board, its committees and of individual directors during
the year.

d. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under sub-section (6)
of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their
status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the
nature of industry and business model through induction program at the time of their appointment as
Directors and through presentations on economy & industry overview, key regulatory developments,
strategy and performance which are made to the Directors from time to time.

> CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code
of conduct is required for them for their unbiased comments regarding the working of the company.
They will follow the code while imparting in any activity of the company. The policy deals with the
code of conduct of the Independent Directors, their duties and responsibilities towards the company,
is available at the website
https://www.ascensiveeducare.com.

4- COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board.
To provide better Corporate Governance & transparency, currently, your Board has three (3)
Committees viz., Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee to investigate various aspects for which they have been constituted. The
Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee as on 31.03.2025 comprises of 2 Non-executive Independent Directors and 1
Non- Executive Director as its Members. The Chairman of the committee is Independent Director.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of
the Management's financial reporting process, to ensure accurate and timely disclosures, with the
highest levels of transparency, integrity and quality of financial reporting. The Committee oversees
the work carried out in the financial reporting process by the Management, the statutory auditor and
notes the processes and safeguards employed by each of them.

During the Financial year 2024-25, Four (4) meeting of audit committee held on 13.05.2024,
03.09.2024, 14.11.2024 and 28.02.2025.

The Composition of Audit Committee during the year are given below:

Name of the

Designation
in the
Committee

Nature of

No. of Audit
Committee

No. of Audit
Committee

Director

Directorship

Meetings Held &

Meetings

Entitled to Attend

Attended

Mr. Soumya
Ranjan Sahoo

Chairman of
Committee

Non-Executive

Independent

Director

4

4

Ms. Priyadarshini
Dey

Member

Non-Executive

Independent

Director

4

4

Mr. Tanmoy
Shankar
Bhattacharyea

Member

Non-Executive

Director

4

4

During the year (4] Four Audit Committee Meetings were held. In pursuant to the provisions of section
177(9] & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at
https://www.ascensiveeducare.com.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular
basis. The employees of the Company are made aware of the said policy at the time of joining the
Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non¬
executive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1] meeting of the Nomination and Remuneration Committee
was held on 03.09.2024

The Composition of Nomination and Remuneration Committee during the year are given below:

Name of the
Director

Designation in
the Committee

Nature of
Directorship

No. of Audit
Committee
Meetings Held &
Entitled to
Attend

No. of Audit
Committee
Meetings
Attended

Mr. Soumya
Ranjan Sahoo

Chairman of
Committee

Non-Executive

Independent

Director

1

1

Ms.

Priyadarshini

Dey

Member

Non-Executive

Independent

Director

1

1

Mr. Tanmoy

Shankar

Bhattacharyea

Member

Non-Executive

Director

1

1

During the year (1] One Nomination and Remuneration Committee Meetings were held.
STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company comprises both Non-Executive Director(s)
and Executive Director. The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2024-25, One (1] meeting of the Stakeholder Relationship Committee was
held on 10.01.2025.

The Composition of Stakeholder and Relationship Committee during the year are given below:

Name of the
Director

Designation
in the
Committee

Nature of
Directorship

No. of Audit
Committee
Meetings Held &
Entitled to Attend

No. of Audit
Committee
Meetings
Attended

Mr. Tanmoy
Shankar
Bhattacharyea

Chairman of
Committee

Non-Executive

Director

1

1

Mr. Abhijit
Chatterjee

Member

Whole-Time

director

1

1

Mr. Sayani
Chatterjee

Member

Managing

Director

1

1

During the year (1] One Stakeholder Relationship Committee Meetings were held.

i- MATERIAL CHANGES DURING THE YEAR:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred during the financial year to which these financial statements relate
and the date of this report,
except as stated below:

a) The company has Undertaken Sub Division/Spilt of Equity Shares of the Company whereby
each Equity Share having a face value of Rs. 10 (Rupees Ten only) has been sub-divided into
face value of Rs. 1 (Rupee One only) each.

b) The company has issued and allotted 5,00,000 (Five Lakhs) Equity shares on conversion of
fully convertible warrants into equal number of Equity Shares of the company, having face
value of ^ 10/- (Rupees Ten only) each.

c) Company has entered into MOUs with SAMAGRA SHIKSHA for Vocational Education and
implementation under the Vocational Education Component in alignment with National Skill
Qualification Framework (NSQF) in 117 Schools in the State of Madhya Pradesh.

i- DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense account
during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the year:
Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the
end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the shares:
Nil

4- EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

4- PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year.

1

Mr. Abhijit Chatterjee

36:1

2

Mrs. Sayani Chatterjee

8.67:1

3

Tanmaya das

7.08:1

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any in the financial year.

Sr.

Name

Designation

% Increase

1

Mr. Abhijit Chatterjee

WTD & CEO

20%

2

Mrs. Sayani Chatterjee

Managing Director

Nil

3

Mr. Sandip Biswas

CFO

44.63%

4

Ms. Pratima Singh

CS

200%

5

Mr. Tanmoy Shankar Bhattacharyea

Additional Director

500%

Notes: 1. Median remuneration of all the employees of the Company for the financial year 2024¬
25 is Rs. 1,80,000/- p.a.

The percentage increase / decrease in the median remuneration of employees in the financial year
2024-25.

Particulars

Financial year 2024-25

Financial year 2023-24

Increase

Median remuneration of
all employees

1,80,000

1,44,000

25 %

Note: The calculation of % Increase in the median remuneration has been done based on
comparable employees.

c) The number of permanent employees on the role of the Company as on 31.03.2025.

- 109 (One Hundred Nine)

d) Average percentile increases already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration.

Percentile Increase for Employees other than Managerial Personnel: 25 %.

Percentile Increase for Managerial Personnel: 10.05 %.

Justification: NA

e) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Company's remuneration policy is driven by the success of the Company during the year
under review. The Company affirms that the remuneration is as per remuneration policy of the
Company.

f) The key parameters for any variable component of remuneration availed by the directors: N.A

g) The names of the top ten employees in terms of remuneration drawn as on 31st March 2025:

Sl.

No

Name of
the

Employee

Designa
tion of
the

Employ

ee

Remun
eration
receive
d (Rs.)

Natur

e of

emplo

yment

wheth

er

contra

ctual

or

other

wise

Qualifica
tions and
experien
ce of the
employe
e

Date of
Comme
ncemen
t of

employ

ment

The age
of such
employ
ees

(years)
as on
31stMar
ch 2024

The last
employmen
t held by
such

employee
before
joining the
company

The % of
equity
shares
held by
the

employee
in the
company
within the
meaning
of clause
(iii)

of sub-rule
(2)above

1

Saptarshi

Ganguly

Vice¬
Preside
nt (Govt.
Project)

10,20,0

00

Perma

nent

Diploma

01-09¬

2018

48

-

0

2

Soumitra

Das

Vice¬

Preside

nt

(Operati

ons)

9,00,00

0

Perma

nent

Graduate

19-03¬

2018

36

Synchroserv

Global

Solutions Pvt
Ltd

0

3

Debasish

Kundu

Vice¬

Preside

nt

8,16,00

0

Perma

nent

Graduate

26-12¬

2012

39

-

0

4

Narendran
ath Paul

General

Manage

r

(Operati

ons)

6,60,00

0

Perma

nent

Graduate

21-10¬

2024

42

Nalanda

Learning

0

5

Sunetra

Mukherjee

General
Manage
r (HR)

6,60,00

0

Perma

nent

BTech &
Post

Graduatio
n in HRD

06-01¬

2025

41

Mindteck

India

0

6

Pranamya

Bhattachar

ya

VP HR &
MIS and
EA to
Director

6,36,00

0

Perma

nent

Graduate

26-12¬

2012

37

Orion

Edutech

0

7

Arpita

Lahiri

Senior

Manage

r

6,02,40

0

Perma

nent

Graduate

01-10¬

2024

39

Business

0

8

Rabindra

Kumar

Mohapatra

Senior

Adminis

trative

Manage

r

6,00,00

0

Perma

nent

Graduate

07-09¬

2022

29

Jay

Jagannath En
terprises

0

9

Somnath

Roychowd

hury

General

Manage

r

(Operati

ons)

5,76,60

0

Perma

nent

MBA

08-07¬

2025

40

Orion

Edutech

0

10

Sandip

Biswas

AVP

Finance

5,52,00

0

Perma

nent

M. Com

24-04¬

2014

55

Father

Levlon

School

0

h) The name of every employee, who:

1. ) Employed throughout the financial year, was in receipt of remuneration for that year which, in
the aggregate, was not less than One Crore and Two Lakh Rupees: NIL

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that
year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees
per month: NIL

3. ) Employed throughout the financial year or part thereof, was in receipt of remuneration in that
year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess
of that drawn by the managing director or whole-time director or manager and holds by himself
or along with his spouse and dependent children, not less than two percent of the equity shares of
the company: NIL

i- STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and
minimization procedures. These procedures are reviewed by the Board from time to time to
ensure that there is timely identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies major
risks which may threaten the existence of the Company. The same has also been adopted by your
Board and is also subject to its review from time to time. The Risk Management Policy has been
uploaded on the website of the Company at
https://ascensiveeducare.com.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of
market capitalization as at the end of the immediately preceding financial year. Hence, compliance
under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not applicable.

4- CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of the Companies:

A. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth not
exceeding INR 25 Crore, as on the last day of the previous financial year;

B. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the part
of the Annual Report for the financial year 2024-25.

4- PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the company with related parties which may have potential
conflict with the interest of the company at large. Your directors draw your attention to notes to
the financial statements for detailed related parties' transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or
Members/ Shareholders have been obtained for such transactions. However, as part of good
corporate governance, all related party transactions covered under Section 188 of the Act are
approved by the Audit committee.

The form AOC- 2 is attached as Annexure - C with this report.

i- MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the
Company which have occurred Between the end of the Financial Year to which these Financial
Statements relate and the date of the Report,
except as stated below:

The Company has been awarded a work order from Tourism & Hospitality Skill Council “THSC”
(Under the promotion of Entrepreneurship among SHGs through skilling in facility management),
for providing training to 6016 candidates under Mission Shakti Scheme.

Following changes were occurred in the composition of board of directors and key managerial
personnel:

Sr.

Name of
Director &
KMP

PAN No

Date of

Appointm

ent

Nature of
Change

Date of
Change

Designation

1

Priyadarshini

Dey

BCIPD3331A

31/12/202

0

Cessation

22/08/202

5

Non-Executive

Independent

Director

2

Soumya
Ranjan Sahoo

DTBPS1449Q

31/12/202

0

Cessation

02/09/202

5

Non-Executive

Independent

Director

3

Akshat

Ketankumar

Shah

CHWPS7548Q

02/09/202

5

Appointment

02/09/202

5

Non-Executive

Independent

Director

4

Ravi

Surendraku
mar Arora

BLVPA0541D

02/09/202

5

Appointment

02/09/202

5

Non-Executive

Independent

Director

5

Soumya
Ranjan Sahoo

DTBPS1449Q

03/09/202

5

Appointment

03/09/202

5

Non-Executive

Director

ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as
published in the Gazette of India on 28th August, 2020, the details forming part of the extract of
Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the

Annual Return will be made available at the website of the Company at
https://ascensiveeducare.com.

4- DETAILS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of
The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy -

The Company is engaged in education, training, and academic services, which are not energy¬
intensive in nature. However, the Company emphasizes responsible energy use and has
undertaken the following initiatives:

• the steps taken or impact on conservation of energy: Use of LED and energy-efficient lighting
across offices and classrooms, along with regular maintenance of electrical systems.

• the capital investment on energy conservation equipments: Promotion of online classes and
digital study materials, reducing dependence on printed materials and physical
infrastructure.

• the steps taken by the company for utilising alternate sources of energy: Nil

Impact of Measures: These initiatives have enhanced operational efficiency and resulted in
marginal reduction of energy consumption. As the operations are service-oriented, no significant
capital investment has been made towards energy conservation during the year.

Technology absorption-s

> Efforts Made Towards Technology Absorption

The Company has adopted advanced Learning Management Systems (LMS) for content
delivery, assessments, and performance tracking, alongside video-conferencing and
interactive platforms for online and hybrid classes. Cloud-based storage systems have been
integrated for secure and scalable access to academic resources, and IT infrastructure has been
regularly upgraded with the latest teaching and collaboration tools.

> Benefits Derived

These initiatives have enhanced the learning experience, enabled wider outreach of
educational services without physical expansion, improved academic and administrative
efficiency, and facilitated real-time information flow between students, faculty, and
management.

> Expenditure on R&D

The Company has not incurred significant expenditure on in-house R&D but continues to
evaluate and adopt innovative teaching techniques and content development.

> Imported Technology

No technology was imported during the year under review.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows are as follows:

Particulars

Current Year (2024-25)
(in Rs.)

Previous Year (2023-24)
(in Rs.)

C.I.F. Value of Imports

-

-

F.O.B. Value of Exports

-

-

4- SEXUAL HARASSMENT:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on
9th December, 2013. Under the said Act every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place of any
women employee.

The summary of sexual harassment complaints during the financial year is as follows:

Particulars

(In Numbers)

Number of complaints of sexual
harassment received

0

Number of complaints disposed of during
the year

0

Number of cases pending for more than 90
days

0

The Company is committed to provide a safe and conducive work environment to its employees
during the year under review. The Company has adopted a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for implementation of said policy.
During the year Company has not received any complaint of harassment.

4- MATERNITY BENEFIT:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under
the Act, including paid maternity leave, continuity of salary and service during the leave period,
and post-maternity support such as nursing breaks and flexible return-to-work options, as
applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Particulars

(In Numbers)

Number of women employees working

53

Number of women employees eligible for Maternity Benefit

2

Number of women employees who availed Maternity Benefit

2

4- CORPORATE SOCIAL RESPONSIBILITY fCSRI:

The provisions of section 135 of the companies act, 2013 are not applicable to the company
considering the net worth, turnover and net profit of the company.

4- WEBSITE:

As per Regulation 46 of SEBI (LODR] Regulations, 2015, the Company is maintaining a functional
website namely
https://www.ascensiveeducare.com containing basic information about the
Company. The website of the Company is also containing information like Policies, Financial
Results, Annual Reports and information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all stakeholders of the
Company etc.

4- COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II] issued by the
Institute of Company Secretaries of India and approved by the Central Government under section
118(10] of the Companies Act, 2013.

4- PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of
Conduct for Directors and Senior Management Personnel” for regulating the dissemination of
Unpublished Price Sensitive Information and trading in security by insiders.

4- INDUSTRIAL RELATIONS fHUMAN RESOURCESI:

During the period under review, the personal and industrial relations with the employees
remained cordial in all respects. The management has always carried out systematic appraisal of
performance and imparted training at periodic intervals. The Company recognizes talent and has
judiciously followed the principle of rewarding performance.

4- INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2024-25, there were no complaints or queries received from the
shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company
is responsible for complying with the provisions of the Listing Regulations, requirements of
securities laws and SEBI Insider Trading Regulations. The Investor can send their query to
compliance@aimetr.com.

4- SEBI COMPLAINTS REDRESS SYSTEM fSCORESI:

The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are centralized database of all complaints, online upload of Action
Taken Reports (ATRs] by the concerned companies and online viewing by investors of actions
taken on the complaint and its status. Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint. The Company has not received any
complaint on the SCORES during financial year 2024-25.

4- DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE. 2016:

There were no applications which are made by or against the company under the Insolvency and
Bankruptcy Code, 2016 during the year.

4- OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and
state government and there were no significant and material orders passed by the Regulators or
Courts or Tribunals during the year impacting the going concern status and the Company's
operations in future.

i- ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your directors also acknowledge gratefully the
shareholders for their support and confidence reposed on your Company.

Registered Office: For and on Behalf of the Board of Directors

Ascent Enclave 1110 Rasbihari Avenue, ASCENSIVE EDUCARE LIMITED

Fatokgora, Hooghly, Chandannagar,

West Bengal, India, 712136

Date: September 02, 2025 Sd/- Sd/-

Abhijit Chatterjee Sayani Chatterjee

Whole Time Director & CEO Managing Director

DIN:06439788 DIN:06439804